Annual Report 2018
Annual Report 1. Business
1.1 Vision, Mission, Corporate Value 1.2 Message from Board of Directors & CEO 1.3 Important Financial Information 1.4 Business Profits 1.5 Conclusion of Performance 1.6 Assets used in business operations
2. Management and Corporate Governance
2.1 Securities and shareholders information 2.2 Management Structure 2.3 Corporate Governance 2.4 Report of the Nomination and Remuneration Committee 2.5 Social Responsibility 2.6 Internal Control and Internal Audit 2.7 Risk Management 2.8 Transactions between related Companies
3 Financial status and operating results
3.1 Report of the Board of Directors’ Responsibilities for Financial Report 3.2 Audit Committee Report 3.3 Analysis of operating results and financial position for 2018 3.4 Independent Auditor’s Report 3.5 Statement of financial position
4. Information and other important information
4.1 Reference 4.2 Basic information for Investors
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Innovative Logistics Service and Solution Provider
2 4 11 12 18 46 49 51 77 104 105 113 115 117 123 124 127 139 144 194 195
WICE Logistics Public Company Limited
Vision “To be the Leader in Innovative Logistics Services and Solutions Provider Company for the Technology Industry
Missions “WICE is Specialized in Providing Innovative Logistics Services and Solutions with Intelligence and Trustworthy.”
in Asia Pacific”
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Corporate Value A
Accountability
I
Integrity
M
Mutual Support
S
Service Excellence
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Message from Board of Directors
Dear Shareholders, General economy of all regions across the globe in 2018 shone brightly merely in the first half year as the second half of 2018, other than economy of the United States of America, many countries encountered economic recession simultaneously until it had become “synchronized slowdown” which constituted pressure to the world economy in general. If we reviewed the export overview of Thailand in 2018, it was found that expansion of export was still high during the first early year before becoming in the second half of the year in accordance with trading circumstances due to high challenged factors such as the aggravation of trade war between the United States of America and China which commenced in July 2018 as the consequence of Trade War affected directly both Thai products in the United States of America’s market and product-in-process in production in of Chinese goods, economic and financial fluctuations in Emerging Markets due to modification of financial policy in many countries and effects of high export base in some
Mr. Ekaphol Pongstaporn Chairman of Board of Directors
product group. However, the growth rate of an overview of Thai export in 2018 was 6.7% which was deemed as expanding in 3 consecutive years and the export value was 2.52 trillion U.S Dollar which was the highest record but it was lower than the expected target of 8%.
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Annual Report 2018
Although the aforementioned export overview will be
However, the most important mission of the company
supportive factor in growth of logistics business directly and
is encouragement of Thai logistic company to be an
the company is not affected by Trade War between the United
International Logistics Services and Solutions Provider of
States of America and China, the company, therefore,
Asia. In 2019, the company makes alliance in other countries
operates business in accordance with its vision and strategic
in branding WICE to be recognized in international level as
plan by expansion of trade routes, investment, creation of
well as moving forwards in expanding its networks into main
alliance networks in strategic positions of the important
business cities continuously.
transportation in Asia to support goods transportations and
Lastly, on behalf of Board of Directors of WICE Logistics
services as well as creation of the sustainable growth base in
Public Company Limited would like to express gratitude to
the future.
shareholders for your trusts in the company’s performances
During preceding period, WICE has increased competence
and thanking all patrons for regular support, the company
in competitiveness, expansion of alliance networks by
would deeply appreciate to receive your honour and good
integrating and changing the invested companies to be WICE
support continuously.
Logistics (Hong Kong) Ltd., WICE Logistics (Singapore) Ltd.
The company will abide by management under good
and the company has established joint venture called
governance by emphasis on all elements in order to constitute
EUROASIA TOTAL LOGISTICS CO., LTD. lately in September
balance of benefits for all related stakeholders whether
2018 in order to conduct Cross-Border Transport Services to
shareholders, trade partners, allies, society, environment and
increase an important opportunity for WICE in international
employees of the company in concurrence with the growth of
market by providing Cross-Border Transport Services between
the company’s performances.
China, Hong Kong and Southeast Asia in Cross Border Model
And I would like to take this opportunity to express
along One Belt One Road initiated by China which is the
thanks to our executives and all employees in participation
prominence and the important driving in international trades of
in working with diligence and responsibility which is the
China in the future as well as being well prepared to support
important part in strengthening the company’s performance
the expansion of E-commerce in part of international services
and rendering the company’s stability and sustainable growth
in the future.
in accordance with the organizational goals.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Message from Chief Executive Officer (CEO)
Dear Shareholders, WICE Logistics Public Company Limited (WICE) has become a listed company in Stock Exchange of Thailand in July 2015. During the past 4 years, the company had developed significant business and supported potential implementation continuously which reflected determination and intention of management team and all employees. For the last 2018, it was an important period as the company had operated for 25th anniversary which was the good year of the company. Logistic business had higher demand in accordance with the expansion of export rate which was 6.7%, it was rather good expansion despite world economy slowdown and Trade War between the United States of America and China. Therefore, in 2019, it is still good continual year of WICE to formulate strong growth both in Organic Growth and Inorganic Growth as the company is currently available to provide integrated services to customers in expanding
Dr. Araya Kongsunthorn Chief Executive Officer
services in the existed customer group as well as expanding new customer base both domestically and internationally, expansion of import-export services both by Sea Freight, Air Freight, Customs Formality service,
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Annual Report 2018
internal and international transportation services, warehouse
I believe that our abilities and missions will be
management service and Cross-Border Transport Services.
challenged throughout this year and I ask all shareholders
Moreover, the company works concurrently with
to encourage management team and working teams of the
strong allies in main ports in Asia such as WICE Logistics
company to overcome problems and obstacles and
(Hong Kong) Ltd., WICE Logistics (Singapore) Ltd. and
leading our business to the sustainable progress and
lately in September 2018, the company has established
growth which is the most important objective of management
joint venture called EUROASIA TOTAL LOGISTICS CO.,
team and all team works of WICE. The company still
LTD. to conduct Cross-Border Transport Services) to
maintain full determination and intention of management
increase an important opportunity for WICE in international
under good governance to constitute profits to shareholders
market by providing Cross-Border Transport Services
in return.
between China, Hong Kong and Southeast Asia.
Lastly, I would like to express my gratitude to all
However, the company still determine to create alliance
shareholder, business allies, customers and patrons for
networks continuously to enhance all businesses of the
believing, trusting and supporting the company regularly
company covering main transportation routes of the world
and most importantly, thanking management team, working
to support customer’s requirements in all dimensions by
teams and operating teams of all departments for hard
seeking allies who have the same visions to enhance
work and dedication as well as being well prepared to
business potential for the sustainable growth in the future
adjust and encounter all situations until they have become
as well as supporting WICE to become an International
our organizational culture and strength in participation
Logistics Services and Solutions Provider of Asia in accordance
in leading our organization moving forwards to the strong
with the set goals.
and sustainable goals.
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WICE Logistics Public Company Limited
Board of Directors
Mr. Ekphol Phongstabhon Chairman of the Board/ Independent Director
Assoc. Prof. Dr. Ruth Banomyong Chairman of the Audit Committee/ Independent Director
Mr. Wichai Xiao Audit Committee/Independent Director/ Nomination and Remuneration Committee
Mr. Charoenkiat Huthananuntha Chairman of the Nomination and Remuneration Committee/ Audit Committee/Independent Director -8-
Innovative Logistics Service and Solution Provider
Annual Report 2018
Dr. Araya Kongsoonthorn Chief Executive officer/ Nomination and Remuneration Committee
Mr. Chudet Kongsoonthorn Director – Business Development
Ms. Thitimar Tantikulsunthorn Chairman of the Risk Management Committee / Managing Director - Support
Ms. Busarin Tuanchaem Risk Management Committee/ Director of Accounting and Finance Information Technology -9-
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Management
Ms. Saovadee Asavamana General manager
Mr. Naruechit Ruangchaiprakarn General Manager Air freight business development and operations department
Mr. Chokchai Phuttisan General Manager Warehouse
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Annual Report 2018
Important Financial Information WICE Logistics Public Company Limited and its subsidiaries
Year
2014
2015
2016
2017
2018
Service income
670.20
681.53
1,022.48
1,396.37
1,832.11
Costs and Expenses
596.12
615.44
936.21
1,271.34
1,705.28
Including Dividends from Subsidiaries (EBITDA)
91.21
87.27
123.59
158.94
177.84
Profit for The Year
62.44
60.59
77.18
89.70
96.19
Total Income Statement (Million Baht)
Profit Before Financial Costs, Income Tax, Depreciation and Amortization
Consolidated Statement of Financial Position (Million Baht) Asset
358.52
Liabilities
80.30
695.60 1,067.16 1,103.82 1,419.80 94.82 204.88 204.06 462.61
Total shareholders’ equity
278.22
600.78
862.28
899.77
957.20
Equity attributable to owners of the company
237.24
567.63
727.45
777.59
805.45
Shares (Million Baht)
20.80
600.00
651.90
651.90
651.90
Book value per share (baht)
11.41
0.95
1.12
1.19
1.24
Profit attributable to equity holders of the company
0.16
0.12
0.12
0.14
0.15
Dividend per share (baht)
1.05
0.07
0.08
0.12
0.13
68.38%
62.69%
91.09%
76.56%
77.22%
9.23%
8.79%
7.45%
6.40%
5.20%
Return on equity ratio (%)
22.44%
13.79%
10.55%
10.18%
10.36%
Return on assets (%)
17.42%
11.50%
8.76%
8.26%
7.62%
Cash flow rate (EBITDA) per asset (%)
25.46%
16.56%
14.02%
14.64%
12.57%
Debt to equity ratio (times)
0.29
0.16
0.24
0.23
0.48
Market price per share per earnings per share (times)
N/A
23.50
30.00
36.79
24.27
Net debt to operating cash flow (EBITDA) (times)
0.88
1.00
1.21
1.29
2.10
Financial ratio
Dividend payment rate, profit for the year (%) Profit margin for the year on service revenue (%)
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Business Business ProfitsProfits WICE Logistics Public Company LimitedLimited and its subsidiaries WICE Logistics Public Company and its subsidiaries Logistics 20%
Logistics 19%
Sea Freight 33%
Proportion of service revenue in 2018
Proportion of profit for the year 2018
Air Freight 46%
Air Freight 47%
EBITDA Unit : Million Baht
Service Income Unit :Million Baht 1,832.1
158.9
1,396.4 681.5
2014
2015
2016
2017
Profit for the year Unit : Million Baht 158.5
123.6
1,022.5 670.2
Sea Freight 35%
2018
91.2
87.3
2014
2015
Asset
2016
2017
2018
Liabilities
1,419.8
462.6
1,067.2 1,103.8
62.4
60.6
2014
2015
2016
2017
2018
80.3
94.8
2014
2015
Earnings per share Baht/Share 0.16 0.12
2014
2015
0.12
2016
0.14
2017
2017
96.2
2018
2.1
358.5
2015
2016
89.7
Debt ratio Net per operating cash flow (times)
695.6
2014
77.2
204.9
204.1
2016
2017
2018
2014
2015
68.38%
1.05
0.07
0.08
0.12
0.13
2015
2016
2017
2018
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1.2
1.3
2016
2017
91.09%
0.15
2014
1.0
2018
Dividend payment rate, profit for the year
Dividend payment Baht/Share
2018
0.9
Innovative Logistics Service and Solution Provider
2014
76.56% 77.22%
62.69%
2015
2016
2017
2018
Annual Report 2018
The Overview of Business Performances
Logistics Service and Solution Provider with expansion of networks and branches covering Asia Pacific Region as well
WICE Logistics Public Company Limited is an integrated
as having business expansion plan to related businesses in
International Logistics Service and Solution Provider which
order to maintain the sustainable growth rate to support the
provides mainly in import and export services both Sea
increased requirements of customers in the future.
Freight and Air Freight, Customs Formality service, internal
2. The company emphasizes on providing service of
and international transportation services, warehouse
Logistics Solutions to meet various requirements of customers
management service and Cross-Border Transport Services
and maintaining the current customer base, supporting
as well as there are leading subsidiary companies in many
expansion of new customer base, supporting Eastern
countries to support customer’s requirement rapidly and
Economic Corridor (EEC) Project and Thailand 4.0 Strategy
continuously.
Plan of Thai Government which constitute the company growing in sustainability in the future. 3. The company has set service provision plan which
Objectives of the Company WICE Logistics Public Company Limited has set objectives in business performances for the next 3 years as follow:
constitutes good gross profit in order to maintain ability of gaining gross profit in competitive level in the industry and
1. Being a leading company of the integrated International
creating more investment returns for shareholders.
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WICE Logistics Public Company Limited
Background and Important Developments of the Company Background of the Company
WICE Logistics Public Company Limited (“the Company”
November 2013, the Company conducted reorganization of
or “WICE”) is an initial of Worldwide Industrial Commercial
the Company Group by amalgamation between Wice Freight
Enterprise) (the former name is Wice Freight Services
Services (Thailand) Co., Ltd., Prompt Freight and Logistics
(Thailand) Co., Ltd.), commencing international transportation
Co., Ltd. and Wice Logistics Co., Ltd. and established the
service in 1993 by emphasis on Sea Freight service with the
new company which still used the same name as Wice Freight
main shipping route Thailand - the United States of America.
Services (Thailand) Co., Ltd.) with registered capital and
The Company had registered capital totally 1.00 million Baht
paid-up capital totally 15.00 million Baht and the office was
which was a joint venture between Thai investors totally 70%
located at Laem Chabang Port. Moreover, in December 2013,
and Wice Group which was a well-known foreign corporation
the Company increased registered capital and paid-up capital
in Freight Business located in Singapore and Hong Kong
to 180.00 million Baht and holding shares of Sun Express
Special Administrative Region of the People’s Republic of
(Thailand) Co., Ltd. totally 99.99% and conducted registration
China, totally 30%, later the Company expanded services
and transformation into Public Company Limited and
covering Customs Formality Service.
changing the name to be WICE Logistics Public Company
In 2002 and 2004, Group of Mrs. Araya Konsunthorn
Limited with registered capital totally 300,000,000 Baht
which is a major shareholder of the Company, purchased the
(paid-up capital totally 225 million Baht). Later the Company
Company’s shares from Hong Kong Partner Group and
purchased 700 Ordinary Shares of Sun Express Logistics Pte.
Singapore Partner Group respectively which constituted the
Ltd. (SEL) in Singapore by using Share Swap and cash
Company having 100% of Thai shareholders. In order to
payment as well as increase capital by offering shares in term
increase efficiency of management and administration, in
of Private Placement (PP) totally 51,899,500 shares with
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Annual Report 2018
Par Value 0.50 Baht per share which rendered the registered
with various cargo flight to meet customer’s requirements
capital of the Company to 325,949,750 Baht (paid-up capital
throughout 24 hours. The office and warehouse are located in
totally 325,949,750.00 Baht)
Changi Free Zone Airport and being entitled to use ULD-Unit Load Device which is very convenient and rapid in loading cargos. (www.sunexp.com.sg)
Information of Subsidiary Companies
• Sun Express (Thailand) Co., Ltd. (“SUN”) was
• WICE Logistics (Hong Kong) (formerly called
established on 21 October, 2002 with registered capital
Universal Worldwide Transportation Limited (“UWT”) was
totally 3.00 million Baht by joint venture between Thai investor
established in 1992, providing Air Freight and Sea Freight
group totally 60% and Singaporean and Hong Kong investor
services under supervision of Master Air Waybills and Ocean
group totally 40% to conduct international transportation
Bill of Ladings covering Europe, East Asia including China
services including Customs Formality service which emphasized
from Hong Kong, its sub branches were located at
on Air Freight service. Its branch is located at Suvarnabhumi
Guangzhou and Shanghai. On 4 January, 2018, WICE
Airport. The Company is currently the major shareholder
Logistics Public Company Limited purchased was entered
99.99% of paid-up capital, SUN currently has registered and
into Ordinary Shares Purchase Contract with Universal
paid-up capital totally 54.00 million Baht.
Worldwide Transportation Limited (“UWT”) totally 80,000
• WICE Logistics (Singapore) Pte. Ltd. (formerly
shares with Par Value 10 Hong Kong Dollars per share which
called Sun Express Logistics Pte. Ltd. (“SEL”) was established
was calculated as 80% of all Ordinary Shares. The investment
on 5 January, 2002 which located in Singapore, Group of
value in purchasing Ordinary Shares was approximately
Mr. Lim Meng Pui was the major shareholder which consisted
3,379,677 U.S Dollars or equivalent to 115,030,686.372 Baht
of Mr. Lim Meng Pui, Mr. Lian Hok Lung and Miss Zu Yi Nodge
(www.wice-china.com)
totally 700,000 shares with Par Value 1 Singaporean Dollar
• EUROASIA TOTAL LOGISTICS CO., LTD. (Joint
per share which was deemed as 100% of Ordinary Share.
Venture), on 14 September, 2016, WICE invested in
On 15 August, 2016, WICE Logistics Public Company Limited
establishment new joint venture in order to conduct Cross
purchased Ordinary Share of Sun Express Logistics Pte. Ltd.
- Border Transport Services between China, Hong Kong and
(“SEL”) totally 70% of all Ordinary Shares and being directors
Southeast Asia with Mr. Lee Yik Chieh (Malaysian) and Miss
of the company while former executives of SEL still being
Kritchawan Suecharoenchai as WICE invested in proportion
executives of SEL for 4 years after the agreed date.
of 40% and being responsible for financial control.
WICE Logistics (Singapore) Pte. Ltd. is a leading company providing an integrated international transportation services
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WICE Logistics Public Company Limited
Important Development of WICE
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Annual Report 2018
Shareholding Structure of the Group As at December 31, 2018, the Company has a shareholding structure in subsidiaries as follows:
WICE Logistics Public Company Limited 99.9%
70%
80%
40%
Sun Express (Thailand) Company Limited
WICE Logistics (Singapore) Pte. Ltd.
WICE Logistics (Hong Kong) Ltd.
Euroasia Total Logistics Co., Ltd. (Joint Venture)
Guangzhou WICE Logistics Ltd.
ETL MY
Guangzhou WICE Logistics Ltd. (Shanghai Branch)
ETL VN
ETL CN
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WICE Logistics Public Company Limited
1.5 Conclusion of Performance Income Structure Income Structure divided by type of service The Company and subsidiary companies gain income from conducting main businesses as follow:
TYPE OF INCOME 2014 2015 2016 2017 2018 Million % Million % Million % Million % Million % Baht Baht Baht Baht Baht INCOME OBTAINS FROM SERVICES 1. SEA FREIGHT 377.29 55.75 396.17 57.46 503.93 48.66 635.03 45.28 610.64 33.00% 2. AIR FREIGHT 170.57 25.20 152.37 22.10 293.76 28.37 465.59 33.20 854.74 46.20% 3. WAREHOUSE, CUSTOMS 122.34 18.08 132.99 19.29 224.79 21.70 295.75 21.09 366.73 19.82% AND TRANSPORT TOTAL INCOME OBTAINS 670.20 99.03 681.53 98.85 1,022.48 98.73 1,396.37 99.57 1,832.11 99.02% FROM SERVICES OTHER INCOME** 6.57 0.97 7.94 1.15 13.15 1.27 5.96 0.43 18.00 0.98% GRAND TOTAL INCOME 676.77 100.00 689.47 100.00 1,035.63 100.00 1,402.33 100.00 1,850.12 100% Remark: ** Other income such as profit of exchange rate, interest receivable, profit-loss on disposal of investment etc
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Detail of Product and Services
etc. The Company and subsidiary companies are Freight
Type of Service Provision
Forwarders with Non-Vessel Operation Common Carrier or
WICE Logistics Public Company Limited and subsidiary
N.V.O.C.C and the Company and subsidiary companies will
companies are integrated International Logistics Services
provide vessel or air plane from transportation operators
and Solutions Provider both import and export by Sea
which mean shipping lines and airlines which are appropriate
Freight (both full container load and less container load)
for providing services to customers as well as coordination
and Air Freight, Customs Formality service and domestic
with Oversea Agent who is deemed as Business Partner of
transportation to support various requirements of customers
the Company in other countries in transporting goods to
including Door to Door Transportation which means providing
recipient safely within the defined period of time. International
transportation service from the factory of source customer
transportation services of the Company and subsidiary
until the factory of destination customer as Exporter is
companies can be divided as follow:
International Logistics Flow Chart
responsible for all transportation costs and Ex-work
1. Sea Freight: The Company is Freight Forwarder
Transportation which means transportation service that
which emphasizes on Sea Freight Service as the Company
Importer is responsible for transportation costs from
will provide vessel and container from the leading, renowned
Exporter’s factory until the destination recipient.
and reliable shipping line. The Company will consider in making
The Company and subsidiary companies are Freight
contract with the shipping liner and negotiation and reservation
Forwarders both import and export by Sea Freight and Air
of vessel which is appropriate for the requirement of each
Freight covering more than 100 countries by highly skilled
customer as the Company has expanded networks by
and experienced team work in logistic system who is well
participation in associate members such as CGLN under
prepared to be consultant and providing suggestions in
WCA Family Network rendering the Company can currently
international transportation management as well as planning
provide Sea Freight service covering main ports in important
and design transportation route being consistent to
trade zones in many countries and the major market is still
customer’s requirement to constitute the most efficiency
the United States of America market as the Company has
by considering time period of transportation, cost of
highly experienced and skilled in shipping route Thailand
transportation, type/character of transported goods,
– the United States of America initially and followed by
convenience of customer in transportation management
these major markets; China, Japan and the Philippines.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Quantity of Sea Freight of the Company and Subsidiary Companies in 2013 – 2018 Unit: TUE*
Type of Services
Quantity of Containers per year
2013 2014 2015 22016 2017 2018
Export
6,087
Import
3,235 3,529 5,917 6,150 8,527 8,777
Total
9,322
6,315 11,645 15,268 18,870 18,590
9,844 17,562 21,418 27,397 27,367
Remark: *Twenty Foot Equipment Unit
Great number of goods can be loaded in each Sea
goods are loaded until container is full, the container is not
Freight and transportation cost is cheaper than Air Freight
opened until it is arrived at its destination. The Company will
which is appropriate mainly for non-urgent goods such as
implement from contact with shipping line, negotiation of
electronic products (finished goods), automotive parts, steel
freight charge, reservation of vessel, providing appropriate
structure and construction materials and canned food etc.
container for goods, design shipping routes, goods delivery
In Sea Freight, goods will be loaded in container which is
for loading as well as following up goods status until arrival
convenient and rapid for removal, container is divided into 2
at Port of Discharges, preparation of Customs Formalities
main sizes such as 20-foot container which is appropriate
and coordination with foreign agent in delivering goods to
for heavy goods with less quantity and 40-foot container
recipient. Most customers in this type are importers-exporters.
which is appropriate for light goods in much quantity.
Less than Container Load (LCL) means goods
Moreover, there many forms of container as follow: Dry
that loaded in the container belong to more than one
container, temperature-controlled container (Reefer) and
customer and area of the same container is divided for
Open Top container etc. to respond customer’s demand
co-using of each customer who has insufficient quantity
and being appropriate for type of transported goods.
of goods to rent container to load its goods specifically. The Company will be responsible for collecting goods from
Sea Freight is divided into 2 types as follow: Full Container Load (FCL) means goods that
each customer to be loaded in the container by calculating
loaded in full container belong to merely one customer, the
area for goods arrangement and preparing Control Plan
container is not used concurrently by other customers. It is
and sending to goods loader at the port in Container Freight
appropriate for transporting great number of goods. After
Station.
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Annual Report 2018
2. Air Freight: The Company and subsidiary companies
Management of international Air Freight emphasizes on
are Freight Forwarder which emphasizes on Air Freight
rapidity and product skills particularly goods in Electronics
Service as Air Freight is highly potential transportation which
Group as subsidiary companies can provide urgent delivery
is appropriate for the international transportation that
service within 24 hours from Singapore to Thailand in form
requires rapidity within limited period of time, it is highly
of Door-to-Door which is deemed as value added service.
flexible transportation responding changing and time with
Moreover, subsidiary companies still provide supplement
higher cost Sea Freight. Most goods transported by Air
service for customer in case of emergent transportation
Freight are less quantity or high value products which
such as Hand Carrier within 24 hours from Chiangmai -
require special carefulness. Subsidiary companies will
Bangkok - Shanghai etc. Apart from the aforementioned
contact and making reservation of the airline in accordance
transportation, subsidiary companies still provide consultation
with flight schedules and requirements as defined by
service in management of logistic system by seeking logistic
customer by considering rapidity, punctuality and customer
system managing method concurrently with customer in
saving cost. The Customer can provide Air Freight covering
order to save transportation cost for customer in term of
important trade zones in many countries where main
Combined Cargo from many suppliers of each customer for
markets are in Asia regions such as Singapore, Hong Kong
simultaneous transportation to save transportation cost for
and China and most goods are electronic parts.
such customer.
Quantity of Air Freight in 2013 - 2018 Unit: ton
Type of Services
Quantity of Transportation per year
2013 2014 2015 2016 2017 2018
Export
1,583 1,664 1,182 1,185 2,634 9,016
Import
4,474 3,448 3,049 3,530 4,290 8,597
Total
6,057 5,112 4,231 4,715 6,924 17,613
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WICE Logistics Public Company Limited
3. Customs Broker and Transport: The Company has
in 2016 according to the action plan and privileges of
policy in providing Customs Formality service concurrently
Customs Broker in AEO Standard are available as follow:
with domestic transportation.
exception from good inspection, exception from sampling of exported goods, guarantee of Customs Broker in AEO
Standard can be used as to substitute payment or guarantee
Customs Broker
International import or export requires Customs
of transporter etc. which constituted rapidity of Customs
Formalities before loading goods up/into ship/airplane and
Formalities and goods discharge and creating reliability
subsidiary companies provide Customs Formality services
to the Company and subsidiary companies.
and Customs Broker service in goods discharge including preparation of related documents and suggestions of tax
Transport
benefits of import-export for customer. The aforementioned
The Company provides domestic transportation to
services require expert in Customs Formalities who has
support international transportation business for facilitation
good knowledge in rules and regulations of import-export,
of customers, the Company provides domestic transport by
any company which provides Customs Formalities, must
using Dump Truck, 6-wheel truck and 4-wheel truck etc.
have at least one expert in Customs Formalities working
Transportation service is provided from port/airport to
permanently in the office and successfully passing
the destination defined by customer such as customer’s
examination at Customs Department. The Company and
factory or warehouse or loading goods from the factory or
subsidiary companies currently have 7 experts in Customs
warehouse to port/airport.
Formalities and Senior Consultant who is former Director of
As customers who use the aforementioned service must
Customs Formalities (who is currently retired).
be customers who use international transportation services
Quantity of Customs Formalities in 2013 - 2018
Description
Quantity of Customs Formalities per year
2014
2015
2016
2017
2018
Quantity of Shipment
10,495
11,648
15,164
16,047
16,641
Quantity of containers
27,995
28,293
30,689
32,045
32,886
Customs Broker is divided into 2 types which is
of the Company and subsidiary companies because the
Custom Brokers in general standard and Authorized
Company and subsidiary companies consider that the
Economic Operator (AEO), the Company has Customs
foregoing service will increase facilitation for customers in
Broker in AEO Standard which is recognized in international
removing goods from port/airport to the destination. The
level. Elevation of AEO Standard requires qualifications
Company and subsidiary companies are responsible for
which are accepted by criteria defined by Customs
providing appropriate transporting vehicles to provide
Department and the status will be reviewed in every 3 years.
transportation service to customers, the Company currently
The Customer elevated Customs Broker in AEO Standard
has transport service unit at Laem Chabang and subsidiary
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Number of Trucks in 2014-2018 Unit: truck
Description
Number of Trucks
2014 2015 2016 2017 2018
Dump Truck 17 27 27 27 31 Trailer Truck 23 37 37 37 45 6-wheel Truck
4 4 4 4 2
4-wheel Truck
6 6 6 6 4
Total Number
50 74 74 74 82
Quantity of Domestic Transportation in 2014-2018 Unit: container
Description
Quantity of Transport per year
2014 2015 2016 2017 2018
Number of containers
15,016
19,560
26,552
32,045
32,886
company has its branch at Suvarnabhumi Airport. The
safety without any damage of customer’s assets. All trucks
Company has transportation trucks in conclusion as follow:
of the Companies and subsidiary companies are in standard
 
as defined by laws, truck inspection must be made before
Safety Standard of Truck Transportation
using and preparedness of driver must be inspected before
The Company and subsidiary companies emphasize on
driving. The Company is certified Service Quality Standard
safety standard in transport provision as the first priority
for Truck Operation (Q MARK) from Department of Land
concurrently with punctuality as the Company and
Transport, Ministry of Transport as well as GPS system is
subsidiary companies are well aware of using high
used in implementation and efficient management of
performance trucks as well as selection qualified personnel
vehicles. GPS is equipped to truck body for tracing its
as an important part in implementation in accordance with
location during working in recording and speed control for
the set target and delivery to the defined destination in
appropriate driving etc.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
4. Warehouse Service: in order to expanding as an
customer such as being warehouse located in the area
integrated logistic service, the Company has expanded
defined by customer which may be close to customer’s
warehouse service to cover customer’s requirements as the
factory or close to its customers or designed to respond
Company currently provides warehouse service in 3 forms
other requirements of customer depending on conditions
as follow:
and agreements between and the customer.
4.1 Multiusers Warehouse is used to store goods in
4.3 Onsite Warehouse Management as the Company
term of raw materials or finished goods for storage and
provides warehouse management on customer’s site by
delivery to manufacturing factory, delivery goods to client of
designing procedural steps in warehouse, personnel
customer or used to store finished goods of customer
planning in warehouse, recruitment of operating personnel
waiting for delivery to internal customer or for export.
and working control in customer’s warehouse according
4.2 Dedicated Warehouse is designed for specific
customer in order to respond the requirement of such
to Key Performance Indicators (KPI) agreed mutually with customer.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
5. Cross Border Service (CBS)
Laos. In current, there is an additional transportation
As Thailand has connected borders with neighboring
development to the countries where their borders are
countries such as Malaysia, Laos, Cambodia and Myanmar
connected each other such as cross border transportation
where there is border trades and delivery normally. Later
to China via Vietnam and Laos. The Company can currently
there is an increase of transportation development to the
provide transport service from Singapore to China by
countries where their borders are connected each other
receiving goods from Singapore and transporting via
such as there is cross border transportation to Singapore
Malaysia, Thailand, Laos and Vietnam before entering to
via Malaysia, cross border transportation to Vietnam via
China.
Regular Transportation Routes of the Company in current
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
The Company emphasizes transport service in this route
Moreover, this route is the main route connected
because it is the region where main markets of customers
transportation between Group of ASEAN Countries – China
are located as well as there were some problems in Sea
and transportation in this route can connect directly to
Freight within the preceding period whether weather
China Railways Express to other countries in Europe under
conditions or density of container quantity constituted
One Belt, One Road (OBOR) of China.
delay intransportation, therefore, Cross Border Service (CBS) is another option of the Company’s customers.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Cross Border Service in form of FTL, Thailand-China Route The Company currently emphasizes on Cross Border
Cross Border Service (CBS) in form of Full Truck Load
Service (CBS) both in form of Full Truck Load (FTL) and Less
(FTL) of the Company is different from other service providers
than Truck Load (LTL) via two main routes:
in the market as follow:
1. Thailand - China 2. Thailand - Myanmar
1. Cargo container which goods are loaded into by
goods delivering customer at the source factory
is the same container which goods receiving
customer at the destination.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Cross Border Service in form of FTL, Thailand - Myanmar Markets and Competition
2. The Company uses Lift on, Lift off (LoLo)
Charges in each border in lifting container from
Marketing Strategies
one truck to another truck without Transload or
Unload goods from one container loading into
companies have high experiences, knowledge and skills in
another container at the border to prevent goods
international transportation business both by Sea Freight
from damage.
and Air Freight including domestic transport service by
3. Air Suspension system is installed in the
As executives of the Company and subsidiaries
dump truck-trailer truck, therefore, the Company can be
Company’s trucks in order to reduce vibration
developed and recognized widely and being one of Freight
throughout transportation route, the system can
Forwarder with quality in standard, integrated services both
reduce damage of product.
diversity of types of service and covering transportation
4. The Company emphasizes on goods safety by
routes in many countries as well as management system of
using Smart Log system which containers of
Freight Forwarder is certified by ISO9001: 2015 Standard
the Company cannot be opened from exterior
from TUV NORD and the Company has policy in maintain
by any other person.
good relationship with customers and business allies
5. The Company uses system in inspection and
regularly and the Company has competitive strategies in
management transportation routes of truck by
maintain the existed customer base and increasing market
Command Center throughout 24 hours.
share of the Company as follow:
It can be seen that Cross-Border Service (CBS) of the
Company is another service which customers are satisfied with it.
(1) Providing various Forms of Service
The Company and subsidiary companies provides various forms of service by provision of international trans-
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Innovative Logistics Service and Solution Provider
Annual Report 2018
portation both import and export markets by Sea Freight
charges, coordinating with Oversea Agent, preparing all
(Full Container Load and Less than Container Load) and Air
transportation documents correctly and rapidly as well as
Freight to support various requirements of customer which
providing consultation and solving problems for customer
is providing service covering reservation of ship within the
that is why the Company has been trusted by both internal
best cost, providing Customs Formalities both at port of
customers and international customers continuously. In
shipment and port of discharges, providing warehouse and
order to control quality of service provided for customers,
distribution services, preparing all transportation documents,
correction of document in significance and to render
providing transport truck for receiving-delivery of goods,
efficiency of service provision process, the Company has
other services such as preparing packaging (in case of
developed IT system which can increase potential and
requested by customer), providing goods insurance etc.,
reducing repetition of work by receiving Certificate on
providing consultation of import-export, supervising and
Elevation of Business Management Quality under Logistics
following goods status until arriving at port of discharges as
Quality Standard issued by Department of Business
well as coordination with Oversea Agent in arranging and
Development, Ministry of Commerce in 2013 and Certificate
delivery goods to recipient in safety within the defined
of Logistics Quality Standard Assessment in “Good Level”
period. In provision of the foregoing integrated services is
issued by Department of Business Development, Ministry of
value added service and providing facilitation for customer,
Commerce in 2012. Moreover, the Company has received
reducing cost and steps of communications of many related
National SMEs Excellence Award in Logistics Group from
organizations as the Company emphasizes on Door to Door
Office of Small and Medium Enterprise Promotion (OSMEP)
service which is providing transportation service from
in 2010, 2011 and 2012.
customer’s source factory until delivery to customer’s factory at the destination and Ex-work service is transportation
(3) Expansion of Branches in Overseas
service which importer is responsible for transportation
Businesses of the Company cover service provision
cost from the factory of exporter until delivery to recipient at
both internally and internationally, therefore, foreign branches
the destination.
constitute the Company’s competence in competition and providing services to customer rapidly particularly in ASEAN
(2) Provision of Quality Service
countries which are potential markets and growing continuously.
The Company and subsidiary companies emphasize
on quality of services presenting to customer responding
to customer’s requirements with rapidity, correction and
The Company has geographical proficiency and
reliability by studying customer’s requirements, preparing
expertise in Sea Freight in Thailand - the United States of
the appropriate transportation form and route by presenting
America shipping route for more than 20 years which can
at least 3 forms of transportation for customer’s option.
receive and deliver goods to every states of U.S.A. both in
After customer has decided to choose, the Company will
form of Door to Door, Full Container Load (FCL) and Less
contact shipping line/airline for reservation/negotiation freight
than Container Load (LCL). The U.S Government imposes
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(4) Geographical Proficiency
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Logistic Business Control Law and Parole Bond totally
the Company has prepared Annual Training Plan as each
150,000 U.S. Dollar must be paid to FMC Regulation
employee must attend at least 5 training courses or 48 hours
(Federal Maritime Commission) to protect consumer who is
per year in order to provide knowledge, ability and working
affected by damage due to transportation which is different
skills for employees as well as evaluation working
from other markets where the similar law is not imposed.
performances for determination and consideration of the
The Company has already paid Parole Bond to FMC, it is
appropriate remuneration to formulate morale and
deemed as an advantage of the Company because
encouragement in working and the average working year of
competitors are reduced. Moreover, using shipping liner in
employees of the Company and subsidiary companies is 5
Thailand-U.S.A. shipping route, either exporter or goods
years. Moreover, international transportation and management
delivery company, Services Contract must be entered into
service requires better knowledge and understanding in
with the shipping liner prior using services. The Company
rules and regulations of import/export, therefore, the Company
currently make Services Contract with shipping lines in
and subsidiary companies prepare qualified personnel to
Thailand-U.S.A. shipping route totally 7 companies as well
provide services to customers. Employees who receive
as having agent in U.S.A. being responsible for coordination
License of Customs Specialist working permanently with the
and providing Custom Formality service when goods are
Company and subsidiary companies totally 6 persons in
arrived at the port as well as delivery goods to recipient at
providing suggestions to employees in other departments.
the destination, the foregoing Oversea Agent has been working with the Company for more than 20 years, moreover, our
subsidiary companies have high experiences and skills in Air
Business of the Company grows mainly due Sea
Freight in Southeast Asia region and China.
(6) Formulation of Business Alliance
Freight management service by having considerable expertise in Thailand-U.S. A route for more than 20 years which
constituted good relationships with shipping liners in the
(5) Preparedness of Qualified Personnel
As transportation management business is one of
foregoing route. Later the Company expands its service in
service business, therefore, personnel is deemed as an
other routes and relations among other shipping liners
important factor and highly experienced and skilled personnel
increases. In current, the Company can provide shipping
are required in working correctly, precisely and being flexible
from shipping liners more than 15 companies. While
in providing services and being service minded which
business of subsidiary companies grows mainly due to Air
constitute confidence and satisfaction of service provision
Freight which constituted good relationships with airlines
among customers. The Company has prepared personnel
more than 10 companies. Moreover, Oversea Agent who is
and knowledge and skills development plan to be consistent
deemed as an important business ally or business partner,
to expansion of business by emphasis on recruitment of
acting as an agent of the Company and subsidiary companies
personnel who have qualifications corresponding to the
in coordination in providing international transportation service
Company’s requirements as well focusing on personnel
in the country where each Oversea Agent being responsible.
development by organizing employee trainings continuously,
In current, the Company has Oversea Agent covering more
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Innovative Logistics Service and Solution Provider
Annual Report 2018
than 100 countries across the globe, moreover, the
consisted of maintaining quality of service, facilitation in
Company and subsidiary companies participate in Associate
communications, on-time delivery and the Company will
Member both internally and internationally such as TIFFA,
prepare Customer Satisfaction Questionnaire in order improve
TAFA, CGLN under WCA Family Network.
better quality of services.  
(7) Ability in Cost Administration
As the Company and subsidiary companies are
(9) Expansion of Service Provision
The Company has prepared service increase plan in
entrepreneur in conducting international transportation and
term of service enhancement in any specific service such as
management service for long period of time and our
provision of import-export service or providing Sea Freight
businesses grow continuously with regular transportation
service concurrently with Air Freight service including
quantity. The Company and subsidiary companies prepare
Customs Broker and transportation service or expansion of
planning and reservation of shipping/airline in great quantity
Port area. Moreover, there is an expansion of related
which results the Company and subsidiary companies can
business such as warehouse service as the Company
negotiate price with shipping liners/airliners in order to
considers that this is business opportunity and adding value
administer cost of freight charges which is the main
of service as well as expanding its branches in overseas
cost, the aforementioned cost administration increases
when there is an appropriate business opportu nity including
competitiveness of the Company and subsidiary companies
expanding customer base to new markets to support
in presenting an appropriate quotation to customer which
requirements of customers in each different industry by
can reduce cost of transportation for customer likewise.
preparing website of the Company and subsidiary companies at www.wice.co.th to publicize services of the Company
and subsidiary companies for general public and customer
(8) Maintaining Existed Customer Base
Existed customers are customer base which creates
to access conveniently.
main income of the Company; therefore, the Company and subsidiary companies emphasize on maintaining the
Customer Target Group
foregoing customer base as much as possible by focusing
Customer target group of the Company and subsidiary
on creation of good relations between the Company and the
companies is medium size and large size entrepreneurs by
aforementioned customer base. Employees of the Company
consideration of quantity of service usage and registered
make contact with the existed customers regularly both by
capital as well as ability of gaining profit. Customers of the
personal visit or by telephone contact enquiring about using
Company and subsidiary companies are dispersed in other
and presenting services to keep abreast of the requirement
industries and the main goods which the Company and
as most of customers are importers-exporters who require
subsidiary companies have provided international
using regular service and trying to make group of existed
transportation such as electronic products, automotive part
customers to increase quantity of service usage compre-
products which are divided into type of service usage of
hensively. Strategy in maintaining this customer base is
customers as follow:
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Type of Services
Type of main Products
Main import-export countries
Sea Freight Service
Electric appliances and office equipment
/computer, automotive parts, canned
food, steel and construction materials
Air Freight Service
Electronic parts, automotive parts
U.S.A, Japan, China, and ASEAN Countries
China, Hon Kong, Singapore
Moreover, the Company and subsidiary companies can
for using Full Container Load, therefore, it is necessary to
provide international transportation and management
use both Full Container Load and Less than Container Load
service for customers in other industries such as chemical
services of the Company. This customer group is deemed
industry, garment industry and plastic industry etc. The main
as business ally of the Company which is calculated as 13%
customers of the Company and subsidiary companies are
of service income in 2018.
divided as follow:
The Company and subsidiary companies are transport
(1) Importer & Exporter is the main customer of the
service provider by dump truck and trailer truck as the
Company and subsidiary companies which is calculated as
aforementioned service will support merely the international
87% of service income in 2018.
transportation and management service. Therefore, customers
(2) International Co-Loader is customer who conduct
of the Company and subsidiary companies must be continual
the same business as the Company, it means providing Sea
customers in using international transportation and
Freight service without making Service Contract with ship
management service of the Company or subsidiary companies
liner or being company which goods quantity is insufficient
and the Company and subsidiary companies will provide an
Customer Group 2014 2015 2016 2017 2018 Million % Million % Million % Million % Million % Baht Baht Baht Baht Baht Customer uses integrated
481.30 71.81 503.93 73.94
814.08 79.62 1,097.12 78.57 1,514.38 77.28
services* Customer Group uses other services** 1. Customer uses merely
146.62 21.88 153.60 22.53
154.55 15.12
209.40 14.97
53.85 5.26
89.85 6.46
288.85 14.74
Freight service 2. Customer uses Warehouse,
42.28
6.31
24.00 3.53
156.38
7.98
100 1,959.6
100
Custom & Transport services Total Service Income
670.20
100 681.53
100
1,022.48
100 1,396.37
Remark:
*Customer uses integrated services means customer who uses Freight service and other services such as Door-To-Door/
Door-To-Port/Port-To-Door Services)
**Customer uses other services mean customer who uses any specific service such as Freight, Warehouse, Custom &
Transport Services
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Innovative Logistics Service and Solution Provider
Annual Report 2018
appropriate truck to receive goods from the customer’s
goods etc. The Company and subsidiary companies will
factory and transporting to the port for export or receiving
calculate service charges according to type/character of
goods form the port to deliver to the customer’s factory in
service provision as follow:
case of import etc. which is value added of service and
Pricing Policy is as follow:
providing facilitation of customer in integration. The Company
1. Pricing is defined by customer’s budget by
has proportion of income from the integrated service as follow:
presenting services which are consistent
Customers of the Company and subsidiary companies
to customer’s requirement under budget
are dispersed in other industries without depending on any
defined by customer.
specific customer as the first 10 ranks of customer in 2018
have the approximate proportion of income 41% of total
appropriate Gross Profit Margin in compliance
service income and there is not any customer has proportion
with supply and demand in the market by
of income more than 10% of total service income.
pricing must be competitive in the market.
2. Pricing is defined by cost price plus the
3. Pricing in comparison with competitors by
Pricing Policy
presenting superior services by consideration
The company and subsidiary companies have pricing
of the actual cost and business opportunity
policy which is appropriate for customer by consideration of
to obtain new customer base as factor in
form of service provision and conditions. The process of
making decision.
Type of Service Provision
SEA FREIGHT(EXPORT/IMPORT) AIR FREIGHT(EXPORT/IMPORT) CUSTOMS
Calculation of Service Charges
FCL: calculating according to number and size of containers and transportation route LCL: calculating according to capacity (cubic meter) or by weight (ton) depending on which number is higher Calculating by weight (kilogram) or by capacity (cubic meter) depending on which number is higher Calculating according to number of Bill of Lading, number of containers and type of goods
TRANSPORT
Calculating according to type of truck and distance
WAREHOUSE
Calculating according to usage space, handling cost and period of time
providing both internal and international transportation
As the Company will consider pricing from competition
services will be adjusted consistently to the requirement of
of the market at the moment and requirement of each
each customer. Main factors used in consideration of service
customer simultaneously.
charges will be form of transportation, transportation route, transportation period of time, goods quantity and types of
- 33 -
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Distribution and Distribution Channels
the Company to take care customers of such Oversea
Distribution channels of the Company and subsidiary
Agent in providing transportation in Thailand likewise.
companies are divided into 2 channels as follow:
As the Company has participated as Associate
1. Direct Contact with Customers: it is the direct
Members both internally and internationally such as TIFFA,
contact with customers via Sales Team of the
TAFA, CGLN under WCA Family Network which is deemed
Company and subsidiary companies or contact
as another publicizing channel for the Company being
via website of the Company and subsidiary
recognized by trade partners and customers.
companies at www.wice.co.th. Service provision
by making direct contact with customers is an
Industrial Conditions and Competition
Industrial Conditions
average proportion of 80% of service income as
Sales Team of the Company is responsible for
“Logistics Management means other working processes
contact and visiting customers to present service
which are related to planning, implementation and working
which is appropriate for customer after the Company
control of the organization including management of
has received an opportunity to provide service,
information and related financial transactions in removal,
the customer always uses our services continuously.
storage, collection, distribution of goods, raw materials,
The main responsibilities of Sales Team of the
component parts and service to reach the most efficiency
and effectiveness by consideration of requirements and
Company are as follow:
Taking care of Active Clients, responding
satisfaction of customer in significance” (Resource:
customer’s requirements including creation
goods relations with customers and trying
Logistics of Thailand Report in 2015 indicated that cost
to present services to customers for more
of logistics in Thailand in 2017 was totally 1.91 trillion Baht
usage in order to increase market share in
increased 1.9% from 2014 or it was calculated as 14.00%
existed customer base.
of Gross Domestic Product (GDP) which was reduced from
Emphasis on expansion of new customer
definition of Council of Logistics Management)
14.20% from 2014. Cost structure of logistics is consisted
base in the defined target market to support
of cost of goods transportation, cost of inventory storage,
requirements of customers in each different
and logistic administration cost and cost of goods
industry.
transportation is the main element of the total cost of Thai
logistics which is approximately 53.50% of the total logistic
2. Contact with Customers via Oversea Agent: it is
cost, followed by cost of inventory storage and administration
an average proportion 20% of service income as Oversea
cost is 37.40% and 9.10% of the total logistic cost respectively
Agent is responsible for coordination in providing transportation
and 3 elements are calculated as 7.5%, 5.2% and 1.3% of
service in the country where each Oversea Agent being
Gross Domestic Product (GDP) respectively (Information
responsible on behalf of the Company and subsidiary
source: Information Technology and Communications
companies. Oversea Agent is deemed as business partner
Center, Office of Permanent Secretary, Ministry of Transport).
as Oversea Agent will provide suggestions and authorized
Thailand has Import and Export Values as indicated in the
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Innovative Logistics Service and Solution Provider
Annual Report 2018
(Unit: trillion Baht)
Year
2010 2011 2012 2013 2014 2015 2016 2017 2018
Trade Value
11.97 13.69 14.89 14.57 14.72 14.13 14.45 15.64 16.19
Export Value
6.11 6.71 7.08 6.91 7.31 7.23 7.53 8.01 8.09
Import Value 5.86 6.98 7.81 7.66 7.41 6.90 6.90 7.63 8.10
Resource: Information Technology and Communications Center, Office of Permanent Secretary, Ministry of Commerce by the cooperation of Customs Department following Table:
concluded as follow:
As Thailand is an Open Economy country which means
Due to information in the foregoing Table, it indicates that
being the country making contact in trading goods and
in 2018, Thailand has the most export value to China to
services with neighboring countries. Therefore, international
replace U.S.A which used to be 1 Rank in 2015 and 2016,
trading plays a leading role in development and driving the
followed by Japan and Vietnam respectively.
expansion of national economy and the 5 top ranks of
Structure of export goods of Thailand is consisted of
export market of Thailand with the most export value is
industrial goods, agricultural goods, agro-industry goods
Unit: trillion Baht
Rank
Country
1 China 2 U.S. A 3 Japan 4 Vietnam 5 Hong Kong
Export Value 2013 2014 2015 2016 2017 2018 0.82 0.86 0.80 0.83 0.96 0.97 0.69 0.77 0.81 0.86 0.90 0.89 0.67 0.70 0.68 0.72 0.75 0.79 0.22 0.25 0.30 0.33 0.39 0.41 0.40 0.40 0.40 0.40 0.42 0.40
Resource: Information Technology and Communications Center, Office of Permanent Secretary, Ministry of Commerce by the cooperation of Customs Department.
- 35 -
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
and mining products and fuel. In 2018, the top 5 ranks of
most export value are as follow: 1) Crude oil 2) machinery
export goods with the most export value are as follow:
and equipment 3) Electric machine 4) Chemical supplies 5)
1) Automobile, equipment and components 2) Computer,
Jewelry, gem stones, silver bars and gold.
equipment and components 3) Jewelry and accessories 4)
Logistics Business Trends
Rubber products 5) Polyethylene Resin.
In 2018, it is expected that Logistics business in
The top 5 ranks of main import markets of Thailand are
Thailand grows continuously as there is slight expansion of
consisted of China, Japan, U.S.A, Malaysia and Taiwan with
economic condition due to investment of government
Unit: trillion Baht
Rank
Country
1 China 2 Japan 3 U.S.A 4 Malaysia 5 United Arab Emirates
Import Value 2013 2014 2015 2016 2017 2018 1.16 1.25 1.40 1.49 1.51 1.62 1.26 1.16 1.06 1.09 1.10 1.14 0.45 0.47 0.47 0.47 0.51 0.49 0.41 0.41 0.41 0.39 0.40 0.43 - - 0.21 0.25 0.25 0.34
Resource: Information Technology and Communications Center, Office of Permanent Secretary, Ministry of Commerce by the cooperation of Customs Department. the following import values as follow:
sector and export trends to grow continuously.
Structure of import goods of Thailand is consisted of raw
Investment of government sector in 2018 trends to
material and semi-finished goods, capital goods, fuel,
increase continuously and the disbursement of budget
consumer goods and automobile and transportation equip-
which government sector hastens to approve in the second
ment. In 2018, the top 5 ranks of import goods with the
half of 2017 as well as export sector of Thailand will
By estimation of value as follow:
Logistics Business
Road Transportation Business Warehouse Business Freight Forwarder Business Parcel Post and Delivery Service
2017 Value Expansion rate (million Baht) (%) 137,700.00 71,700.00 57,700.00 28,100.00
6.20 6.20 1.60 8.70
2018 Value Expansion rate (million Baht) (%)
145,100 - 147,300 75,500 - 76,700 58,000 - 58900 30,800 - 31,300
Remark: Value of logistics business is calculated under concept of national income of Thailand Resource: Kasikornbank Research Center - 36 -
Innovative Logistics Service and Solution Provider
5.30 - 7.00 5.30 - 7.00 0.50 - 2.10 9.60 - 11.30
Annual Report 2018
increase next year, although it is slowdown in increase, its
Forwarder profession in the following principles:
role can support economy to grow continuously which constitutes Thai logistics sector grows in the same
1. Implementing in professional level to protect
direction accordingly.
benefits of service users.
2. Competition is made based on justice and
Logistics business in 2016 appears to grow considerably
among intense competition of entrepreneurs.
Trends in using technology to assist in logistic services
3. Non-disclosure trade secret of oneself, competitor’s
seems to increase to respond requirement of cost of
respecting rights and benefits of others.
or service user’s.
4. Compliance with laws, regulations of national
logistics efficiently and being consistent to trends of change
association and other countries’ which makes
into digital economy. Therefore, competition of logistic
contact with.
service provider will be very intense next year.
5. Respecting international principles in conducting
Organizations related to Freight Forwarder
Freight Forwarder Business.
Moreover, the Company is legally liable for consequential
FIATA or “International Federation of Freight Forwarders
loss and damage of transportation operator under insurance
Associations” was established in Vienna, Austria on 13 May,
contract in coverage of indemnification under various forms
1926 which is Non-Governmental Organization (NGO), it is
of consequential liability as defined by Multimodal Transport
an international organization which is the center of Freight
Act B.E. 2548 as well as creating confidence of service
Forwarder supported by United Nations (UN) and
users that they will be compensated if there is any damage
governments of member countries. FIATA is currently
arisen from transportation.
representative of group of transportation and logistics
business more than 40,000 companied across the globe.
Competition
Main objective of this organization is integration of businesses
Office of the National Economic and Social Development
in transportation industry around the world as a unity and
Board (NESDB) has divided structure of logistics service in
being representative in promoting and protecting benefits of
Thailand into 5 types such as goods transportation goods
transportation industry by participation as consultant and
storage, Customs Formality service and parcel and postage
specialist in the meeting of other international organizations
service. In current, it is found that there are 5 main groups
in transportation matter as well as development of quality in
of logistics entrepreneur in Thailand as follow: Road
transportation service of companies in transportation
transportation entrepreneur, water transportation entrepreneur,
business by developing and promoting transportation
air transportation entrepreneur, shipping entrepreneur and
documents and transportation standard to be the same
warehouse entrepreneur totally more than 10,000 companies
system all across the globe as members must support
and more than 80% of these entrepreneurs are small
objective of FIATA and in compliance with related rules and
and medium size entrepreneurs or SMEs (Resource: www.
regulations.
thai-aec.com).
The Company and subsidiary companies are members
Due to data base statistics of BOL (Business on Line),
of TIFFA (Thai International Freight Forwarders Association)
number of newly registered juristic persons in type of
and TIFFA is member of TIFFA which will be complied with
transportation business and warehouse business in
professional ethics to maintain good reputation of Freight
Thailand during 2012-2014 is totally 2,582 persons, 2,596
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
persons and 2,405 persons respectively which indicates
competitor companies.
business growth of each year. New competitors can enter to
In providing Sea Freight Service, importer-exporter can
compete in this business easily as small size business can
select to use service of shipping line directly or using service
be started by rather small amount of investment and
of shipping agent. However, most shipping line provides
depending on good relations with customers and shipping
Port-to-Port service with big transported quantity while
lines/airlines and integrated logistics service providers
shipping agent can provide more flexible service, therefore,
are mostly Multinational Company or Thai large size
import-export trends to use service shipping agent
entrepreneurs merely.
increasingly. In case of Air Freight, as airlines have no direct
Management of the Company has estimated value of Freight Forwarder business from the income of
transportation service, importer-exporter has to use service of Carrier Agent instead.
entrepreneurs who are members of TIFFA which is approximately 100,000 million Baht. Although logistics
Advantage in Competition
market is big, competition is high in accordance because
The advantage of competition in transportation business
entrepreneur in each group of logistics business has specific
of the Company is potential in providing good quality
skill. Competition in the business is emphasis on expertise
services covering requirements of customer with safety and
in transportation routes and type of goods, rapidity of
punctuality as well as availability of personnel and vehicles.
transportation, quickness in responding to customers as
Knowledge, skills and experiences constitute the Company
well as quality of networks and flexibility of service provision
to be well prepared in competition. Our management
with reasonable price and meeting customer’s requirements.
believes that the Company has advantages in competition
Group of Freight Forwarder is divided into 2 main groups
as follow:
such as group of Multinational Company and Joint Venture
1. Long experiences of international transportation
and group of Local Company. Entrepreneur in group 1
business, expertise in business and being reliable
dominates the market due to the advantage of size and
and trusted by customers for more than 20 years.
networks but entrepreneur in group 2 has more flexibility in
providing service and the Company is one of the leading
for customers by providing international transportation
companies in providing international transportation service
service both in import and export, both Sea Freight
among Local Company. In current, entrepreneurs who are
(Full Container Load and Less than Container
deemed as major and direct competitors of the Company
and subsidiary companies are 5-6 multinational companies
Door to Door Transportation and Ex-work
as their business sizes are bigger than the Company and
Transportation and consultation in logistic man
subsidiary companies. However, the Company considers
2. Providing various services and One Stop Service
Load) and Air Freight and Customs Broker including
agement system to save cost of customer.
that ability in flexibility of service provision of the Company
3. Qualified personnel with knowledge, ability and
and subsidiary companies including the integrated service
skills in responsible duties such as Customs
of the Company can be competitive with the foregoing
Specialist providing consultation in Customs
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Formalities and benefits in international import
(1) Provision of Ship/Airplane’s Hold
As freight charges of ship/airplane is the main cost of
and export.
4. Having good networks of shipping lines/airlines
international transportation and management business,
and Oversea Agent who are important business
the Company and subsidiary companies will prepare
allies as well as the Company is member of
reservation of ship/airplane plan which cost can be managed
both internal and international association of
most efficiently. In reservation of Thailand-United States of
international transportation such as TIFFA, TAFA,
America shipping route, Service Contract will be entered
CGLN under WCA Family Network.
into with ship liner which must be renews every year which
5. Amalgamation of Sun Express Logistics (SEL)
specifies an agreement on freight charges under Minimum
located in Singapore by being Freight Forwarder
Quality Commitment (MQC). The Company will estimate
emphasized on providing service global major
quantity of work from the past information as well as estimating
manufacturer in group of electronic products and
trends of work to be obtained before signing the contract to
having expertise in Air Freight which can enhance
ensure that ship’s hold can be sold as defined by the contract
the company’s competitiveness in Air Freight.
as reservation of large amount of ship’s hold, freight charges
6. Developing IT system to assist working process
can be negotiated and cost of the Company can be
in order to increase potential and reducing
competitive. However, the price specified in the contract
can be changed as ship liner must notify at least 30 days in
repetition of work.
7. Having potential for cost management in order
advance. In case of reservation of ship’s hold in other
to increase competitiveness by reservation of
shipping routes and reservation of airplane’s hold, there is
large number of containers which the price can
not any service contract, therefore, the Company will
be negotiated with shipping lines for presenting
consider information of customer’s using service in preceding
competitive price to customers which can reduce
period before making reservation of ship’s hold in advance,
transportation cost for customer likewise.
when customer contact the Company to make reservation ship’s hold, the Company can confirm the customer’s
Provision of Services
reservation immediately as the Company will select ship
Providing Source of Services
liner/airline which is appropriate for customers. In some
International Transportation Business
cases, the Company and subsidiary companies will coordinate
International logistics transportation and management
with Oversea Agent to assist the Company in providing
business requires knowledge and experiences in management
ship’s hold if the Company provides transportation service in
of working system efficiently. Important factor of process of
other countries, in each year, the Company and subsidiary
international transportation and management is consisted
companies provide ship/airplane’s hold from transportation
of provision of ship/airplane which is the main cost of
entrepreneurs 15 persons and 10 persons respectively.
transportation service of the Company and coordination with Oversea Agent in order to provide services to customers
with in the following detail:
Selection of Ship Liner/Airline/ Co-Loader Policy 1. Providing transportation route required by
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
customers and transportation schedules responding
Network which is the association that its
customer’s requirements.
members are entrepreneurs in international
2. Being reliable service provider.
transportation business in other countries
3. Service provider who present competitive cost.
which any member will be publicize among
4. Service provider work tracing system which can
other members for recognition, the company
to be participated in membership must be
reliable and inspected by the association.
follow up transportation of goods.
(2) Oversea Agent In case the Company has to provide transportation in
3.
Other Oversea Agents which are group company
foreign countries, the Company will coordinate with an
which the Company has been working with
agent who is business ally in other countries to assist in
for more than 10 years by making Agency
providing the service efficiently as well as assisting the
Agreement mutually.
Company in collecting service charges if customer has
The Company and subsidiary companies will select
specified to make Freight Collect in foreign country.
Group 1 and Group 2 mainly as both Groups have
Therefore, the selection of Oversea Agent is an important
reliability and responsibility by consideration from working
thing as Oversea Agent will be entrepreneurs in transportation
performances, rapidity in responding question, work
business in other countries who have experience, skills and
monitoring and efficient working cost.
reliability in providing the business. The aforementioned agent is deemed as important ally and business partner
Domestic Transportation Business
as the agent can select the Company as its agent in
Domestic transportation service of the Company and
coordinating and providing service in Thailand likewise.
subsidiary companies is provided to support the international
Group of the Company has policy in selecting Oversea
transportation business of the Company which requires
Agent as follow:
knowledge and experiences in management of working
Policy in Selecting Oversea Agent: Oversea Agent is
divided into 3 main groups as follow:
process to render efficient service and high safety standard. Main factors of the quality transportation are as follow:
1. Ally Group Company such as Sun Express
Group which is consisted of companies in 6
countries such as Thailand, Singapore, Hong
Kong, United States of America, Vietnam and
Important vehicles used in transportation are
Malaysia with global networks in more than
consisted of dump truck and trailer truck as the Company
100 places and Ally Group Company is important.
will purchase from reliable manufacturers or dealers by
2. Conference which the Company has participated
consideration of quality of trucks as defined by laws, the
as member such as CGLN under WCA Family
(1) Provision and Maintenance of Vehicles in
Transportation Process
Company currently purchases the aforementioned trucks
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Innovative Logistics Service and Solution Provider
Annual Report 2018
from manufacturers or dealers as well as providing First
Vehicle (NGV) and fuel and the Company and subsidiary
Class Insurance for all trucks and insurance transported
companies use PTT Fleet Card of Kasikorn bank Public
goods which sum insured is higher than damage that
Company Limited as if credit card in paying fuel cost within
may occur.
the limited financial amount. This card specifies license
The Company and subsidiary companies’ inspection of
number of each truck and pass word must be identified for
valid mileage of dump truck and trailer truck in accordance
payment as the Company and subsidiary companies can
with inspection schedules as planned as well as
calculate fuel using rate in comparison with the actual using
maintenance and replacement of damaged parts according
rate in order to control fuel usage in transportation.
to valid mileage as trucks can be functional perfectly and
having long useful life. The Company has made Hino Truck
Maintenance Hiring Contract with Hino Motor Sales
The Company will provide transportation service of
(Thailand) Co., Ltd. for repair and maintenance.
(4) Provision of Truck Transportation Outsource
dump truck – trailer truck to customer by own except in
some cases which number of trucks is insufficient for
(2) Provision and Training Drivers
providing service to our customers, the Company will
Drivers are important personnel for safety transportation
contact Truck Transportation Outsource in providing
service; therefore, the Company and subsidiary companies
additional service to support sufficient demand of truck
emphasize on selection of qualified drivers for working with
transportation service. In current, the Company has Truck
the following main criteria recruitment:
Transportation Outsource in Approved Vendor List
Drivers must have experiences in driving
of company and having good transportation service is the major business as well as insurance of truck goods at least
and Bus Class 3 and 4. Drivers must successfully pass the
Transportation Outsource is being service provider in term
trucks at least 2 years. Drivers must have driving license of Truck
approximately 3 companies, the criteria of selection of Truck
1,500,000 million Baht including service ability, quantity and quality of vehicles responding to the Company’s
Company’s test.
After being promoted as Driver, all Drivers must
requirements. For the efficiency in management of service provision
attend training before actual working.
process, the Company has developed IT system to assist
(3) Provision of Fuel
All of the Company’s trucks utilize Natural Gas for
working potential and reducing repetition of work as well as
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Steps of Service Provision Conclusion of Steps in International Transportation Service – Export
Studying customer’s information and requirements, presenting transportation route, transportation forms and methods which are appropriate for customers at least 3 options for considering as customer can select the most appropriate transportation plan.
In case of FCL and airplane: reservation of ship/airplane’s hold after customer is confirmed In case of LCL: reservation of ship’s hold in advance and offering customer for sales Sending confirmation documents of transportation to customer for inspection and appointment of goods delivery
In case of Full Container Load Goods will be loaded into container at customer’s site and delivered to the company at the port
In case of Less than Container Load Customer will deliver goods to the Company at the port for loading into container on ship
In case of Air Freight Customers will deliver the product at the airport.
Bill of Lading: B/L or Airway Bill: AWB) The company sends the B / L received from the shipping line or AWB received from the airline to receive the goods.
In case of customer is responsible for receive goods at the destination Delivery of the bill of lading document to the customer and issuing the invoice
In case of customer assigned the Company as Customs Broker and delivery at the destination 1. Sending B/L, AWB to customer and issuing invoice in collecting service charges 2. Sending B/L, AWB and Invoice & Packing List to Oversea Agent 3. Coordinating Oversea Agent to provide Customs Formalities service as well as inspection goods and delivery to recipient at the destination 4. Agents confirm delivery of products to the company and make a settlement
The Company will coordinate with Oversea Agent in following up goods status until arrival at the destination port
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Conclusion of Steps in International Transportation Service – Import
Study the needs of customers, importers, and offer alternatives to import products. Customer confirms using import service If Exporter is Customs Broker and delivery goods to the shipment port/airline (Port to Port)
If Oversea Agent is Custom Broker and receiving goods at Exporter site (Ex-Work)
Oversea Agent will coordinate with ship line/airline in notifying shipment schedules to Exporter and Importer customer as well as appointment of the date loading goods into ship/airplane (Loading) Oversea Agent issues B/L, AWM to the source Exporter after goods have departed from the shipment port Coordination with Oversea Agent in following up goods status and notifying importer customer in advance before goods arrival at the destination (ETA) in order to prepare import documents
In the case that the exporter is the customs official and the goods are to be delivered at the port / origin airport (Port to Port)
If agent of importer customer is Customs Broke and transporting goods to importer customer site (Door)
The Company will notify goods arrival at the destination to importer customer and coordination in delivery Order (DO) to importer customer and collecting service charges
The Company will notify goods arrival at the destination to importer customer and coordination in receiving Delivery Order (DO0 from ship liner/airliner in implementing Import Customs Formalities Appointment with importer customer for delivery at importer customer site and collecting service charges
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
efficiency measuring system to inspect working period in
WCA is the big transportation service networks which
each department in compliance with quality target as
has members more than 5,700 companies in 189 countries.
defined by the Company.
Conclusion of Participation in Membership of Internal and International Conference
Association Name Symbol Member Membered Member company date expiry Internal Associations Thai International Freight Forwarders WICE 6 Feb.02 Indefinite expiry Association (TIFFA) Thai Airfreight Forwarders Association (TAFA)
WICE
2014
31 Jan. 19
The Customs Broker and Transportation Association of Thailand (CTAT)
WICE
12 Feb. 14
11 Feb. 22
WICE
17 Aug. 10 Indefinite expiry
Â
The Thai Chamber of Commerce Member ship)
International Associations Leading the World in Logistics Partnering WICE 26 Oct. 05 25 Oct. 19 Remark: In participation as member, it requires paying annual membership fee
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Innovative Logistics Service and Solution Provider
Annual Report 2018
WCA is consisted of a great deal of networks and expertise
5. Environmental Impacts
in service provision.
The Company has neither any dispute regarding
Benefits of Member
environment issue nor fault records against environmental
1. Name of member will be listed which is convenient
regulation and laws imposed by government authorities.
in searching and usage.
For truck transport service, environment may be affected in
2. Financial Protection Plan is presented to cover
term of air pollution due to exhaust fumes of trucks, the
the outstanding debt of debtor member to creditor
Company and subsidiary companies are well aware of such
member totally 50,000 USD.
impacts, therefore, technicians are notified in supervision
3. Organizing annual conference for member countries
for meeting and negotiating business mutually in
and inspection vehicles condition regularly in compliance with regulations of government authorities.
form of Workshop to enhance relations and
6. Benefits of Promotion Certificate issued
cooperation as each country can make an appointment for negotiation in order to reduce
by Thailand Board of Investment
travelling cost for negotiation in each country.
- None -
4. Dispute between members can be settled.
7. Non-delivery of work
 
- None –
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
1.6 Assets used in business operations As at December 31, 2018, the fixed assets that the company uses for business operation have net value after accumulated depreciation is 223,528,841 million baht. Details of fixed assets are as follows:
Asset
Proprietary
Net value
characteristics
after accumulated depreciation
Obligation
(Baht)
Permanent asset 1 Land
own
24,220,000
None
own
22,059,899
None
Title deed No. 69738 Land area 6 rai 0 ngan 70 square wah Location: Nong Kham Sub-district, Sriracha District, Chonburi Province 2 Buildings and improvements
Parking place and container
13,086,578
placement 3 Furniture and office equipment
own
76,833,000
None
4 conveyance
own
73,395,066
None
As a tenant
16,934,298
None
(finance lease)
Total 223,528,841
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Innovative Logistics Service and Solution Provider
Annual Report 2018
In addition to the assets used in the business operations of the companies mentioned above The company rented office space. With details of the lease agreement as follows
Rental agreement
Details of the contract
1. Land lease agreement for building
Renter : WICE
construction
Lessor : Mrs. Araya Kongsoonthorn and
Title deed No. 53901, land number 376, survey page
Mr. Chudet Kongsoonthorn (Being a
11348
director and shareholder of the company)
Chong Nonsi Subdistrict, Yannawa District, Bangkok
period of time : 1 July 2014 - 30 June 2034
1 piece of land, 70 2/10 square wah
Rent : Year 1 - 2, 92,674 baht per month
Year 3 – 5, 101,941 baht per month
Year 6 - 8, 112,135 baht per month
Year 9 - 11, 123,349 baht per month
Year 12 -14, 135,684 baht per month
Year 15 -17, 149,252 baht per month
Year 18 -20, 164,177 baht per month
Total rental amount 30,539,586 baht
Objective: To be used as the company’s headquarters
2. Land and building lease agreement **
Renter : WICE
- Title deed No. 164087, land number 5612, survey
Lessor : Mrs. Araya Kongsoonthorn and
page 32222 Surasak Subdistrict, Sriracha District,
Mr. Chudet Kongsoonthorn
Chonburi Province
(Being a director and shareholder of
Land area 42 square wah
the company)
- Commercial building on the said land, 3 floors,
period of time : 1 January 2018 - 30 June 2018
2 booths
Rent : 35,000 baht per month
** The company has purchased such land and buildings.
Objective : To be used as a service unit of the
From a connected person on 10 July 2018
company at Laem Chabang
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Rental agreement
Details of the contract
3. Land lease agreement
Renter
: WICE
- Title deed no. 53902, volume 540, page 2,
Lessor
: Mrs. Araya Kongsoonthorn and
land number 977, survey page 9146, Chong Nonsi,
Mr. Chudet Kongsoonthorn
yannawa, Bangkok
(Being a director and shareholder of the company)
1 piece of land, 70 2/10 square wah
period of time : 30 June 2018 - 30 June 2019 Rent
: 35,000 baht per month
Objective
: For use as a parking lot for employees
Renter
: WICE
- Room in the building, air freight agent
Lessor
: Airports of Thailand Public Company
Suvarnabhumi Airport
Limited
- AO3 Building No. 11 (4th floor)
period of time : 1 July 2018 - 30 June 2019
4. Office lease agreement Suvarnabhumi Branch
Rental area
: 51.25 square meters
Rent
: 17,937.50 baht per month
Objective
: For use as a branch of a subsidiary
Intangible assets used in business operations As at 31 December 2018, the intangible assets that the Company uses in its business operations consist of 1 Customer relationship With net book value equal to 244,591,230 million baht 2. Right to buy additional shares with net book value equal to 1,764,141 million baht 3. Computer software with net book value equal to 9,819,046 million baht
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Innovative Logistics Service and Solution Provider
Annual Report 2018
2
Management and Corporate Governance
2.1 Securities and shareholders information
financial statements However, the dividend payment may be changed. Which will depend on the investment plan, liquidity,
Company securities
necessity and other appropriateness in the future as the Board
Registered capital 325,949,750 baht
of Directors and / or the shareholders of the Company. To
Issued and fully paid capital of 325,949,750
propose to the shareholders’ meeting on April 25, 2018 to approve the dividend payment at the rate of Baht 0.12 per
baht, consisting of 651,899,500 ordinary shares
Ordinary shares of 0.50 shares per share
share, representing 76 percent of the profit for the year
The company does not issue shares other than
according to the financial statements
ordinary shares.
Shareholder The first 10 shareholders ( as of January 30, 2019)
No
Shareholder
Shares
Ratio (%)
1
Dr. Araya Kongsoonthorn
144,728,780
22.201
2
Mr. Chudet Kongsoonthorn
99,739,320
15.300
3
Ms. Thitimar Tantikulsunthorn
66,857,280
10.256
4
Ms. Pornpalioa Tantikulsunthorn
46,698,200
7.163
5
Mr. Patadon Kongsoonthorn
21,157,000
3.245
6
TISCO Mid / Small Cap Equity Fund
19,890,000
3.051
7
MR. LIM MENG PUI
19,202,800
2.946
8
MR. HOCK LOONG LIEN
19,202,800
2.946
9
Ms. Sasithorn Tantikulsunthorn
16,845,300
2.584
10
MR.TAI WAI FUNG
15,577,060
2.389
11
Other shareholders
182,000,960
27.919
Total
651,899,500
Dividend payment policy of the company and subsidiaries
100
for dividend payment policy of subsidiaries Which the company holds 99.99% of shares, the company considers
The company has a policy to pay dividends to shareholders
the operating results and considering the structure and
at a rate of not less than 50 percent of net profit, corporate
financial status And there is no policy that causes manipulation,
income tax deduction. And legal reserve for the Company’s
benefits
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Dividend payout ratio for each year in the past 3 years
Year
Interim dividend
Annual dividend
(Baht/share)
Total
Dividend payout ratio *
(Baht/share) (Baht/share)
(%)
2015
none
0.07
0.07
69
2016
none
0.08
0.08
91
2017
none
0.12
0.12
76
Remark:
* Net profit - profit for the year attributable to shareholders of the parent company.
**The Board of Directors resolved to propose to the Annual General Meeting of Shareholders on 25 April 2018 to approve
the annual dividend payment for 2017 at the rate of 0.12 baht per share.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
2.2 Management Structure (January 1, 2019)
Board of Directors Nominating and Remuneration Committee
Risk Management Committee
Executive Board
Audit Committee
Chief Executive Officer Internal Auditor
Company Secretary
Managing Director of Business Development
Managing Director - Support
Human Resource
Administrative
Operation
SBU 1 Sea Freight
Marketing
SBU 2 Air Freight SBU 3 Logistics Service & Solution Provider SBU 4 Distribution Center - 51 -
Innovative Logistics Service and Solution Provider
Director of Accounting and Finance and Information Technology Information Technology
WICE Logistics Public Company Limited
Management Structure
7
6
2
1
3
5
4
8
Board of Directors comprise 8 directors as follows:
policy by co-operating with top executives to plan short-term
1. Mr. Ekphol Phongstabhon
and long-term operations as well as determining financial
Chairman
2. Assoc. Prof. Dr. Ruth Banomyong Independent Director
policies, risk management and organization overview, be an
3. Mr. Wichai Xiao
important role in governance and monitoring to be as planned,
Independent Director
4. Mr. Charoenkiat Huthananuntha Independent Director
independently.
5. Dr. Araya Kongsoonthorn
Director
6. Mr. Chudet Kongsoonthorn
Director
directors namely, Dr. Araya Kongsoonthorn or Mr. Chudet
7. Ms. Thitimar Tantikulsunthorn
Director
Kongsoonthorn or Ms. Thitimar Tantikulsunthorn or Ms. Busarin
8. Ms. Busarin Tuanchaem
Director
Tuanchaem jointly signed.
All 8 Board of Directors do not have the following prohibited qualifications: 1. Have no criminal offense record in relation to property which has been done dishonestly.
The authorized directors of the company are 2 of 4
5 of non-executive directors
3 directors from the management department
3 directors who are directors of major shareholders,
namely, Dr. Araya Kongsoonthorn, Mr. Chudet Kongsoonthorn and Ms. Thitimar Tantikulsunthorn
2. Have no transactions record that may cause conflicts of benefit with WICE in the past year.
4 Independent Directors namely, Mr. Ekphol Phongstabhon, Assoc. Prof. Dr. Ruth Banomyong, Mr. Wichai Xiao and Mr. Charoenkiat Huthananuntha are half of the total
Composition of the Board of Directors
number of directors.. By 4 independent directors are qualified
The Board of Directors consists of persons with knowledge
according to the qualifications of independent directors of the
and skills, be an important role in determining the company’s
company and according to the principles of SEC.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Table of holding a position in Sub-committees
No. Board of Directors Audit Committee Nominating and Risk Management (3 persons) Remuneration Committee Committee (3 persons) (3 persons)
1
Mr. Ekphol Phongstabhon
-
-
-
2
Assoc. Prof. Dr. Ruth Banomyong
Chairman
-
-
3
Mr. Wichai Xiao
Director
-
-
4
Mr. Charoenkiat Huthananuntha
Director
Chairman
-
5
Dr. Araya Kongsoonthorn
-
Director
-
6
Mr. Chudet Kongsoonthorn
-
-
-
7
Ms. Thitimar Tantikulsunthorn
-
-
Chairman
8
Ms. Busarin Tuanchaem
-
-
Director
Remark
Director No. 1-4 is a director who is qualified as an independent director according to the qualifications of an independent director of the company.
Miss Somjai Purachako is Risk Management Committee.
Meeting of the Board of Directors
total number of meetings. In each meeting, the supporting
Directors shall attend the Board of Directors’ meetings
documents for each agenda had sent to each director for 7
regularly to acknowledge and make decisions in the business
days in advance before the meeting date in order for the
operation of the company. The meeting is held at least 6 times
directors to have sufficient time to study the information in
per year which defined the meeting schedule in advance every
various matters.
year and inform each director from the beginning of the year
In considering various matters the Chairman of the board
to allocate time to attend the meeting and may have special
is the Chairman of the meeting allocated sufficient time for the
meetings to consider urgent matters.
meeting and allow the directors to freely express their
In the meeting, Chairman and the Chief Executive Officer
opinions. The resolution of the Board of Directors’ meeting
jointly set the meeting agenda and consider matters to be
shall be passed by a majority vote with one director having
included in the agenda of the Board of Directors meeting.
one voice and directors who have a conflict of benefit will not
By allowing each director to propose various matters to be
attend the meeting and/or not exercising the right to vote on
considered as a meeting agenda.
that matter. If the votes are equal, the chairman of the meeting
In 2018, the Board of Directors held 6 meetings, which
will vote for one more vote as final.
were scheduled in advance 6 times for a whole year, by the
In the Board of Directors meeting, the management also
entire Board of Directors attending the meeting 100% and
attended the meeting to provide useful information and
each director attending the meeting more than 95% of the
acknowledge the policy directly in order to be able to perform
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
effectively but in some agenda, the meeting will have only the
to the Board of Directors for approval in the first agenda of the
directors or non-executive directors for the independent to
next meeting and the Chairman of the Board of Directors shall
considering various matters.
sign and certify the accuracy of such information request to
In addition, the Board of Directors places importance on
amend the minutes to be the most accurate. The minutes of
the management of conflicts of interest of related parties in a
the meeting will be certified systematically in the form of
prudent, fair, and transparent manner. In the case that any
documents and stored in electronic documents, together with
director has a vested interest in the matter being considered
supporting documents for the meeting for easy searching.
Directors with vested interests must not participate in the decision on that matter.
In addition, the company held a meeting between non-executive directors without the management team
At the end of the meeting, the company secretary is responsible for preparing the minutes of the meeting, proposing
attending the meeting and allow non-executive directors can express their opinions freely.
Meeting schedule of the Board of Directors Year 2018 (1 January 2018 - 31 December 2018)
List of directors
Board of
Audit
Nominating and
Risk
Audit
Shareholder
Directors
Committee
Remuneration
Management
Committee with
meeting
Committee
Committee
Risk
Year 2561
Management Committee
Amount of
Amount of
Amount of
Amount of
Amount of
Amount of
8 persons
3 persons
3 persons
3 persons
6 persons
8 persons
Number of
Number of
Number of
Number of
Number of
Number of
meeting for
meeting for
meeting for
meeting for
meeting for
meeting for
a year 6 times
a year 5 times
a year 1 time
a year 4 times
a year 1 time
a year 1 time
1. Mr. Ekphol Phongstabhon
6/6
1/1
2. Assoc. Prof. Dr. Ruth Banomyong
5/6
5/5
1/1
1/1
3. Mr. Wichai Xiao
6/6
5/5
1/1
1/1
1/1
4. Mr. Charoenkiat Huthananuntha
6/6
5/5
1/1
1/1
1/1
5. Dr. Araya Kongsoonthorn
6/6
1/1
1/1
6. Mr. Chudet Kongsoonthorn
6/6
1/1
7. Ms. Thitimar Tantikulsunthorn
6/6
3/3
1/1
1/1
8. Ms. Busarin Tuanchaem
6/6
3/3
1/1
1/1
Remark: 1. 4 Independent Directors are Ordinal No. 1 – 4 2. 3 Audit Committees are Ordinal No. 2 – 4 3. 3 Nominating and Remuneration Committees are Ordinal No. 3 – 5 4. 3 Risk Management Committees are Ordinal No. 7 – 8
and Ms. Somjai Purachako, the management, resigned from the company on December 31, 2018
- 54 -
Innovative Logistics Service and Solution Provider
Annual Report 2018
History of the Board of Directors As of 31 December 2018
Mr. Ekphol Phongstabhon Age 55 Year (Being a director who is qualified as an independent director (From 31 July 2014)
Position: Chairman of the board
Director of Tipco F and B Company Limited Director of Tipco Retail Company Limited Director of Tipco Biotech Company Limited
Date of being a director
31 July 2014 Work experience
Education
Master degree, MBA (Finance & Marketing), Bachelor of Science (Engineering Chemistry),
of Chairman Forum (R-CF 1/2018) on
“Digital Transformation – A Must for all Companies”
Role of the Chairman Program (RCP) Class 40/2017 Anti-Corruption for Executive Program (ACEP) Company Secretary Program (CSP) Class 41/2011 Directors Certification Program (DCP) Class 141/2011
WICE Logistics Public
Year 2012 - present
Managing Director of Tipco Foods Public Company
Limited
Year 2009 – 2012
Managing Director of Thai Film Industries Public
Company Limited
Year 2006 – 2012
Acting Managing Director of
Thai Copper Industry Public
Holding a position of Director/Executive in other listed
Chairman of the board of
Co., Ltd.
Class 12/2014
Pte. Ltd., Singapore
Thai Institute Of Directors
WICE Logistics (Singapore)
Training courses for directors and seminars/
Seminar
Year 2014 – present
Chulalongkorn University
Chairman of the board of
Northwestern University , USA
Year 2016 – present
Company Limited
Number of ordinary shares (As of December 31, 2018) My own: None
companies at present (1) Managing Director of Tipco Foods Public Company Limited
Spouse/underage children: None
Holding a position of Director/Executive in other
Family relationship between directors and executives: None
companies at present (5) Chairman of WICE Logistics (Singapore) Pte. Ltd, Singapore Director of Tipco Pineapple Company Limited
- 55 -
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Assoc. Prof. Dr. Ruth Banomyong Age 52 Year (Being a director who is qualified as an independent director (From 31 July 2014) Position : Chairman of the Audit Committee
Work experience Year 2014 – present
Date of being a director
31 July 2014
Year 2014 – 2018
Education
of WICE Logistics Public Co., Ltd. Chairman of the Audit Committee
C.P.L. Group Public Company
Limited
Doctor of Philosophy (Ph.D.) International Logistics,
Cardiff Business School, Cardiff University, Wales,
Chairman of the Audit Committee
Year 2001- present
United Kingdom
Chairman of the Audit Committee of Sea Oil Public Company Limited
Year 1996 – present
Director of Global Insight
degree, Maitrise en Droit des Affaires
Company Limited
Internationales (L.L.M International Business Law),
Director of Living Head Quarter
Universite de Paris I ,Pantheon-Sorbonne, France
Company Limited
Year 1995 – present
Consultant of United Nations
Economics and Social Commission
Master’s
Bachelor’s degree, Licence en Droit International
(L.L.B International Law), Universite de Paris I, Pantheon – Sorbonne, France
Training courses for directors and seminars/Thai Institute Of Directors
Director Accreditation Program (DAP)
Class 44/2004
Audit Committee Program (ACP) Class 13/2006 Director Certification Program (DCP)
for Asia and the Pacific
(UN-ESCAP): transport division
in Bangkok
Year 1993 – present
lecturer, Faculty of Commerce
and Accountancy, International
Business Logistics and
Transportation,
Thammasat University
Class 103/2007 Number of ordinary shares (As of December 31, 2018) My own: None
Holding a position of Director/Executive in other listed
Spouse/underage children: None
companies at present (1) Chairman of the Audit Committee of Sea Oil Public Company Limited
Family relationship between directors and executives: None
Holding a position of Director/Executive in other companies at present (2) Director of Global Insight Company Limited Director of Living Head Quarter Company Limited
- 56 -
Innovative Logistics Service and Solution Provider
Annual Report 2018
Mr. Wichai Xiao Age 52 years (Being a director who is qualified as an independent director (From 31 July 2014) Position : Audit Committee
Work experience
Year 2014 – present Chairman of the Audit Committee
Nominating and Remuneration Committee
of WICE Logistics Public Co., Ltd.
Date of being a director
Nomination and Remuneration
Committee of WICE Logistics
Public Co., Ltd.
31 July 2014
Education
Year 2013 – present Finance and Accounting Director
of Triton-Is Co., Ltd.
Year 2015 – 2017
Finance and Accounting Director
of Pursuit Arm (Thailand) Co., Ltd.
Bachelor of Business Administration, Accounting,
Bangkok University
Year 2015 - present Finance and Accounting Director
Training courses for directors and seminars/Thai Institute Of Directors
Director Accreditation Program (DAP),
Class 111/2014
Graduate Diploma, Taxation, Class 2 Training in Accounting Course of Continuing
Professional Development Program
of Triton Film Co., Ltd.
Chief Financial Officer (CFO)/
Director Triton-X Co., Ltd.
Year 2543 – present
Chief Financial Officer (CFO)/
Director of Triton Co., Ltd.
Year 2556 – 2558
Consultant of New Sri Thai Group
Year 2005 – 2557
Partnership of Trinity Auditor Office
Holding a position of Director/Executive in other listed companies at present (None)
Number of ordinary shares (As of December 31, 2018) My own : None Spouse/underage children : None
Holding a position of Director/Executive in other companies at present (4) Chief Financial Officer (CFO)/Director of Triton Co., Ltd. Chief Financial Officer (CFO)/Director Triton-X Co., Ltd.
Family relationship between directors and executives : None
Finance and Accounting Director of Triton Film Co., Ltd. Finance and Accounting Director of Triton-Is Co., Ltd.
- 57 -
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Mr. Charoenkiat Huthananuntha Age 69 years (Being a director who is qualified as an independent director (From 31 July 2014) Position : Audit Committee
Holding a position of Director/Executive in other
Chairman of Nominating and Remuneration
companies at present (None)
Committee Work experience Date of being a director
Year 2014 – present
Audit Committee of
WICE Logistics Public Co., Ltd.
Chairman Nominating &
Education
Remuneration Committee of
WICE Logistics Public Co., Ltd.
Year 2002 – 2013
Vice President of Logistics,
Utac Thai Company Limited
31 July 2014 Bachelor of Science, Industrial Computer Technology King Mongkut’s Institute of Technology Ladkrabang
Training courses for directors and seminars/Thai Institute Of Directors
Number of ordinary shares (As of December 31, 2018)
Risk Management Committee, Class 11 Director Accreditation Program (DAP),
My own: 15,000 shares Spouse/underage children: None
Class 111/2014
High Vocational Certificate, Telecommunication,
Family relationship between directors and executives:
King Mongkut’s Institute of Technology Ladkrabang
None
Holding a position of Director/Executive in other listed companies at present (None)
- 58 -
Innovative Logistics Service and Solution Provider
Annual Report 2018
Dr. Araya Kongsoonthorn Age 54 years
Position : Chief Executive Officer
Holding a position of Director/Executive in other
Nominating and Remuneration Committee
companies at present (4)
Director of Euroasia Total Logistics Co., Ltd.
Date of being a director
Director of WICE Logistics ((Hong Kong) Ltd.,
Hong Kong
Director of WICE Logistics (Singapore) Pte. Ltd,
31 July 2014
Education
Singapore
Ph.D. Doctor of Business Administration,
Director Sun Express (Thailand) Co., Ltd.
Industry Development and Human Resources Faculty of Business and Industrial Development,
Work experience
King Mongkut’s University of Technology North
Year 2018– present
Director of Euroasia
Total Logistics Co., Ltd.
Bangkok
Master of Management,
Year 2018 – present Director of
Faculty of General management,
Management College, Mahidol University
Bachelor of Accounting, Financial,
Training courses for directors and seminars/Thai Institute Of Directors
Research Alliance 2018 (R-RA 1/2018) Collective Action Against Corruption Conference
(C-Conference 1/2018)
Hong Kong
Year 2016 - present Director of
The University of the Thai Chamber Commerce
WICE Logistics ((Hong Kong) Ltd.,
Seminar the 15th Logistics People Family Business Event (M-FBE 3/2017) Directors Certification Program (DCP),
WICE Logistics (Singapore)
Pte. Ltd. Singapore
Year 2014 – present
CEO of
WICE Logistics Public Co., Ltd.
Nominating and Remuneration
Committee of WICE Logistics
Public Co., Ltd.
Year 2006 - present Director of Sun Express
Class 181/2013
Holding a position of Director/Executive in other listed companies at present (None)
- 59 -
(Thailand) Co., Ltd.
Year 1993 - 2014
Managing Director of
WICE Freight Services (Thailand)
Co., Ltd.
Year 2006 – 2013
Managing Director of
Prompt Freight and Logistics
Co., Ltd.
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Mr. Chudet Kongsoonthorn Age 55 years
Position : Managing Director of Business Development
Director of WICE Logistics (Singapore) Pte. Ltd.,
Singapore Date of being a director
31 July 2014
Director of Sun Express (Thailand) Co., Ltd.
Work experience Education
Bachelor of Commerce, Merchant Marine,
Thammasat University
Institute Of Directors
Director Accreditation Program (DAP),
Class SEC/2014
Euroasia Total Logistics Co., Ltd.
WICE Logistics ((Hong Kong)
Ltd., Hong Kong
WICE Logistics (Singapore)
Pte. Ltd., Singapore
Year 2014 – present
Managing Director of Business
Holding a position of Director/Executive in other listed companies at present (None)
Holding a position of Director/Executive in other companies at present (4)
Year 2016 - present Director of
Top Executives of Capital Market Academy (CMA),
Class 24 /2017
Director of
Year 2018 – present Director of
Training courses for directors and seminars/Thai
Year 2018– present
Director of Euroasia Total Logistics Co., Ltd. Director of WICE Logistics ((Hong Kong) Ltd.,
WICE Logistics Public Co., Ltd.
Year 2006 - present
Director of
Sun Express (Thailand) Co., Ltd.
Year 2006 - 2014
Managing Director of
WICE Freight Services (Thailand)
Co., Ltd.
Hong Kong
- 60 -
Development of
Innovative Logistics Service and Solution Provider
Annual Report 2018
Ms. Thitimar Tantikulsunthorn Age 53 years
Position : Managing Director of Business Support
Holding a position of Director/Executive in other listed
Chairman of the Risk Management Committee
companies at present (None)
Holding a position of Director/Executive in other
Date of being a director
31 July 2014
companies at present (1) Director of Sun Express (Thailand) Co., Ltd.
Education
Master Degree, Journalism, Sriprathum University Bachelor of Business Administration, Finance,
Work experience
The University of the Thai Chamber of Commerce
Year 2016– present
Director of
Sun Express (Thailand) Co., Ltd.
Training courses for directors and seminars/Thai Institute Of Directors
Seminar the 15th Logistics People HCM Forum ““People strategy is business strategy” Seminars of Next Step Thailand: EEC Thai strategy
connecting the world
Ethical Leadership Program (ELP) Class 10/2017 Anti-Corruption the Practical Guide (ACPG)
Class 42/2017
Year 2014 – present
Managing Director of
Business Support of
WICE Logistics Public Co., Ltd.
Chairman of the Risk
Management Committee of
WICE Logistics Public Co., Ltd.
Year 1994 - 2014
Director/General Manager of
WICE Freight Services (Thailand)
Co., Ltd.
Director Accreditation Program (DAP)
Class SEC/2014
- 61 -
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Ms. Busarin Tuanchaem Age 44 years
Position : Director
Holding a position of Director/Executive in other listed
Risk Management Committee
companies at present (None)
Director of Accounting and Finance and
Holding a position of Director/Executive in other
Information Technology
companies at present (None) Date of being a director
22 February 2018
Work experience Year 2018– present
Director of
Education
WICE Logistics Public Co., Ltd.
Risk Management Committee of
Master of Business Administration, Finance (MBA),
Ramkhamhaeng University
Bachelor of Business Administration, Accounting,
WICE Logistics Public Co., Ltd.
Director of Accounting and
Ramkhamhaeng University
Finance and Information
Technology of
WICE Logistics Public Co., Ltd.
Year 2015 – present
General Manager of Accounting
and Finance of
WICE Logistics Public Co., Ltd.
Year 2002 - 2014
Deputy of Accounting and
Class 148/2018
Finance of
WICE Freight Services (Thailand)
Co., Ltd.
Bachelor of Economics, Business Economics,
Sukhothai Thammathirat University
Training courses for directors and seminars/Thai Institute Of Directors
Director Accreditation Program (DAP) Company Secretary Program Class 65/2015
- 62 -
Innovative Logistics Service and Solution Provider
Annual Report 2018
Top Executives of WICE As of 1 January 2019
7
6
3
1
2
4
5
1. Dr. Araya Kongsoonthorn
CEO
2. Mr. Chudet Kongsoonthorn
Managing Director of Business Development
3. Ms. Thitimar Tantikulsunthorn
Managing Director of Business Support
4. Ms. Busarin Tuanchaem
Director of Accounting and Finance and Information Technology
5. Mr. Naruechit Ruangchaiprakarn
General Manager Air freight business development and operation
6. Ms. Saovadee Asavamana
General Manager
7. Mr. Chokchai Phuttisan
General Manager Warehouse
The list of top executives of WICE above is in accordance
WICE’s senior management has been assigned authority
with the definition of “Management” according to the Notification
to operate under the policies, strategies and goals set by the
of the SCE No. TorJor. 23/2008.
Board of Directors which the Board of Directors has approved
All 7 top executives do not have the following prohibited qualifications:
transparency and have the flexibility to work appropriately. In
1. No record of criminal offense in relation to property
committed fraud.
the preparation of the authority to set clear boundaries for
addition, there is a duty to control expenses and investment budget according to the scope approved by the Board in
2. No transaction history that may be caused a conflict
of benefit with the company in the past year.
the annual plan. Implementing personal policies, resolving problems or conflicts that affect the organization and maintain effective communication with stakeholders.
- 63 -
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
History of Top Executives of WICE Dr. Araya Kongsoonthorn Age 54 years
Position : Chief Executive Officer
Holding a position of Director/Executive in other
Nominating and Remuneration Committee
companies at present (4)
Education
Ph.D. Doctor of Business Administration,
Director of Euroasia Total Logistics Co., Ltd. Director of WICE Logistics ((Hong Kong) Ltd.,
Hong Kong
Industry Development and Human Resources
Director of WICE Logistics (Singapore) Pte. Ltd.,
Singapore
Faculty of Business and Industrial Development, King Mongkut’s University of Technology North Bangkok
Master of Management,
Work experience in the past 5 years and/or important
Faculty of General management,
position
Management College, Mahidol University
Bachelor of Accounting, Finance,
The University of the Thai Chamber Commerce
Institute Of Directors
Director of
Euroasia Total Logistics Co., Ltd.
WICE Logistics ((Hong Kong)
Ltd., Hong Kong
Year 2016 - present Director of
Research Alliance 2018 (R-RA 1/2018) Collective Action Against Corruption Conference
(C-Conference 1/2018)
Year 2018– present
Year 2018 – present Director of
Training courses for directors and seminars /Thai
Director of Sun Express (Thailand) Co., Ltd.
Seminar the 15th Logistics People Family Business Event (M-FBE 3/2017) Directors Certification Program (DCP)
Class 181/2013
WICE Logistics (Singapore)
Pte. Ltd., Singapore
Year 2014 – present
CEO of
WICE Logistics Public Co., Ltd.
Nominating and Remuneration
Committee of
WICE Logistics Public Co., Ltd.
Year 2006 - present Director of Holding a position of Director/Executive in other listed
companies at present (None)
- 64 -
Innovative Logistics Service and Solution Provider
Sun Express (Thailand) Co., Ltd.
Annual Report 2018
Mr. Chudet Kongsoonthorn Age 55 years
Position : Managing Director of Business Development
Director of WICE Logistics (Singapore) Pte. Ltd.,
Singapore Education
Bachelor of Commerce, Merchant Marine,
Thammasat University
Director of Sun Express (Thailand) Co., Ltd.
Work experience in the past 5 years and/or important position
Training courses for directors and seminars /Thai Institute Of Directors
Top Executives of Capital Market Academy (CMA),
Class 24 /2017
Director Accreditation Program (DAP)
Class SEC/2014
Director of
Euroasia Total Logistics Co., Ltd.
Year 2018 – present Director of
WICE Logistics ((Hong Kong) Ltd.,
Hong Kong
Year 2016 - present Director of
Holding a position of Director/Executive in other listed companies at present (None)
Holding a position of Director/Executive in other companies at present (4)
Year 2018– present
Director of Euroasia Total Logistics Co., Ltd. Director of WICE Logistics ((Hong Kong) Ltd.,
Hong Kong
- 65 -
WICE Logistics (Singapore)
Pte. Ltd., Singapore
Year 2014 – present
CEO of
WICE Logistics Public Co., Ltd.
Nominating and Remuneration
Committee of
WICE Logistics Public Co., Ltd.
Year 2006 - present
Director of
Sun Express (Thailand) Co., Ltd.
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Ms. Thitimar Tantikulsunthorn Age 53 years
Position : Managing Director of Business Support
Holding a position of Director/Executive in other listed
Chairman of the Risk Management
companies at present (None)
Committee Holding a position of Director/Executive in other companies at present (1)
Education
Master Degree, Journalism, Sriprathum University Bachelor of Business Administration, Finance,
Director of Sun Express (Thailand) Co., Ltd.
Work experience in the past 5 years and/or important
The University of the Thai Chamber of Commerce
position Training courses for directors and seminars /Thai Institute Of Directors
Seminar the 15th Logistics People HCM Forum ““People strategy is business strategy” Seminar of Next Step Thailand:
EEC Thai strategy connecting the world
Ethical Leadership Program (ELP) Class 10/2017 Anti-Corruption the Practical Guide (ACPG)
Class 42/2017
Director Accreditation Program (DAP)
Class SEC/2014
- 66 -
Year 2016– present
Director of
Sun Express (Thailand) Co., Ltd.
Year 2014 – present
Managing Director of
Business Support of
WICE Logistics Public Co., Ltd.
Chairman of the Risk
Management Committee of
WICE Logistics Public Co., Ltd.
Year 1991 - 2014
Director/General Manager of
WICE Freight Services (Thailand)
Co., Ltd.
Innovative Logistics Service and Solution Provider
Annual Report 2018
Ms. Busarin Tuanchaem Age 44 years
Position : Director
Holding a position of Director/Executive in other com-
Risk Management Committee
panies at present (None)
Director of Accounting and Finance and Work experience in the past 5 years and/or important
Information Technology
position Education
Master of Business Administration, Finance (MBA),
Ramkhamhaeng University
Bachelor of Business Administration, Accounting,
Ramkhamhaeng University
Bachelor of Economics, Business Economics,
Sukhothai Thammathirat University
Training courses for directors and seminars /Thai Institute Of Directors
Director Accreditation Program (DAP)
Class 148/2018
Holding a position of Director/Executive in other listed companies at present (None)
- 67 -
Year 2561– present
Director of
WICE Logistics Public Co., Ltd.
Risk Management Committee of
WICE Logistics Public Co., Ltd.
Director of Accounting and
Finance and Information
Technology of
WICE Logistics Public Co., Ltd.
Year 2015 – present
General Manager of Accounting
and Finance of
WICE Logistics Public Co., Ltd.
Year 2002 - 2014
Deputy General Manager of
Accounting & Finance
WICE Freight Services (Thailand)
Co., Ltd.
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Mr. Naruechit Ruangchaiprakarn Age 46 years
Position : General Manager Air freight business
Holding a position of Director/Executive in other listed
development and operations department
companies at present (None)
Holding a position of Director/Executive in other
Education
MBA Logistics Management,
companies at present (None)
Southeast Bangkok College
BBA Accounting, Southeast Bangkok College
Work experience in the past 5 years and/or important position Year 2018– present
General Manager Air freight
business development and
operations department
WICE Logistics Public Co., Ltd.
organized by TAFA & Japan Airlines
Year 2017
Deputy General Manager
Desktop Applications Programming,
Air freight business development
College of Innovative Education,
and operations department
Thammasat University
Sun Express (Thailand) Co., Ltd.
Year 2015
Deputy General Manager
Air Freight & Sea Freight
Sun Express (Thailand) Co., Ltd.
Year 2014
Senior Manager of Air Freight
department
Sun Express (Thailand) Co., Ltd.
Year 2010
Manager of Air Freight department
Sun Express (Thailand) Co., Ltd.
Seminar
Basic Cargo Tariff, organized by TAFA &
Cathay Pacific Airways / Thai Airways
Dangerous Goods Regulation Course,
Air Cargo Course, NICS Institute of Languages
and Airline Business
Shipping & Import-Export Course,
NICS Institute of Languages and Airline Business
Director Training Program of Thai Institute of Directors (None)
- 68 -
Innovative Logistics Service and Solution Provider
Annual Report 2018
Ms. Saovadee Asavamana Age 48 years
Position: General Manager
Training courses for directors and seminars /Thai Institute Of Directors (None)
Education
Master Degree of Public and Private Management,
companies at present (None)
NIDA
Holding a position of Director/Executive in other listed
Bachelor Degree of Humanities,
Holding a position of Director/Executive in other
Ramkhamhaeng University
companies at present (None) Seminars
Creative Thinking from Creativity Center by
Teacher. Rassamee Thanyathon
Work experience in the past 5 years and/or important position
Strategic Thinking from SBDC by Assoc. Prof.
Dr. Somchai Pakapakwiwat
THE BOSS from Management &
Psychology Institute
Internal Quality Audit for ISO9001:2015 from
BIG-Q Training by Teacher. Udomsak Jitsangom
Professional Management Model from TLAPS by
Teacher. Manu Panphliwan
- 69 -
Year 2518 – present
General Manager of
WICE Logistics Public Co., Ltd.
Year 2513 - 2518
General Manager of
Sun Express (Thailand) Co., Ltd.
Year 2010 – 2013
Executive Director of
Maritime Alliance Co., Ltd.
Year 2004 – 2009
General Manager
Maritime Alliance Co., Ltd.
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Mr. Chokchai Phuttisan Age 46 years
Position : General Manager Warehouse
Holding a position of Director/Executive in other listed companies at present (None)
Education
Bachelor of Engineering, Electrical Engineering,
Holding a position of Director/Executive in other companies at present (None)
Northeastern University
Work experience in the past 5 years and/or important
Seminar
TS16949, OHSAS 18001, ISO 9001, ISO 14001
position
Director Training Program and Seminar/Thai Institute of Directors (None)
- 70 -
Year 2015– present
General Manager of
WICE Logistics Public Co., Ltd.
Year 2005 - 2014
Warehouse manager of
Echo Autoparts (Thailand)
Co., Ltd.
Year 2004 - 2005
Planning and Control Production
Manager of Molten Asia Polymer
Products Co., Ltd.
Innovative Logistics Service and Solution Provider
Annual Report 2018
Report of changes in holding of positions of directors and executives No.
Name - Surname
Ordinary shares (number of shares)
As of 1 January
2018
2018
During the fiscal year
Mr. Ekphol Phongstabhon
None
None
None
Spouse and underage children
None
None
None
Assoc. Prof. Dr. Ruth Banomyong
None
None
None
Spouse and underage children
None
None
None
Mr. Wichai Xiao
None
None
None
Spouse and underage children
None
None
None
Mr. Charoenkiat Huthananuntha
12,000
15,000
3,000
None
None
None
154,320,280
144,728,780
(9,591,500)
1
2
3
4
Spouse and underage children
Dr. Araya Kongsoonthorn
5
Spouse and underage children
Mr. Chudet Kongsoonthorn
6
As of 31 December Increase/(Decrease)
Spouse : Mr. Chudet Kongsoonthorn
108,939,320
99,739,320
(9,200,000)
Spouse and underage children
7
Ms. Thitimar Tantikulsunthorn
66,857,280
66,857,280
None
Spouse and underage children
None
None
None
Ms. Busarin Tuanchaem
200,000
200,000
None
None
None
None
250,000
250,000
None
None
None
None
130,000
255,000
None
8
Spouse and underage children
Mr. Naruechit Ruangchaiprakarn
9
Spouse: Dr. Araya Kongsoonthorn
Spouse and underage children
10
Ms. Saovadee Asavamana
Spouse and underage children
None
None
None
11
Mr. Chokchai Phuttisan
None
None
None
Spouse and underage children
None
None
None
Remark: 1. Notification of the Office of the Securities and Exchange Commission No. Thor Jor. 23/2551, the term “executive� means the manager
or person holding the first four executive positions, counting from the manager down. Those who hold positions equivalent to all four
executive level positions And shall include those who hold executive level positions in accounting or finance departments that are
department managers or higher or equivalent. 2. According to the structure of the WICE Company, executives according to SEC have a total of 11 persons at above. 3. Principles of the SEC, ordinary shares of the company held by directors and executives, including ordinary shares held by spouses and
also underage children.
- 71 -
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Company Secretary Profile Ms. Poramaporn Chamnongsuk Age 30 years
Position : Company Secretary
Fundamentals for Corporate Secretaries
1/2016, Thai Listed Companies Association Education
Bachelor of Laws, Rattana Bundit University
Strategic CSR Management Program, Class 3, SET CSR for Corporate Sustainability Program,
Class 6, SET Training on Company Secretary Role:
Effective Minutes Taking (EMT) Class 42/2018
Thai Institute Of Directors (IOD)
Work experience in the past 5 years and/or important position
Board Reporting Program (BRP)
Class 26/2018 Thai Institute Of Directors (IOD)
Company Secretary Program (CSP)
Class 84/2017 Thai Institute Of Directors (IOD)
Company Reporting Program (CRP)
Class 19/201 7 Thai Institute Of Directors (IOD)
Thai Intelligent Investors Program (TIIP-17)
Thai Investors Association
Advances for Corporate Secretaries 1/2016,
Thai Listed Companies Association
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Year 2015 - present
Company Secretary of
WICE Logistics Public Co., Ltd.
Year 2015
Company Secretary of TS Flour
Mill Public Company Limited
Year 2013 – 2015
Secretary/Lawyer assistant of
Parinya RML Company Limited
Year 2012 – 2013
Legal coordinator of
Eastern Water Resources
Development and Management
Public Company Limited
Innovative Logistics Service and Solution Provider
Annual Report 2018
Company Secretary
well as the performance of the company and proposed for
The Board of Directors resolved to appoint Ms. Poramaporn
approval at the Annual General Meeting of Shareholders to
Chamnongsuk is the company secretary to manage the Board
pay remuneration to the Board of Directors.
of Directors meeting, Sub-committee and shareholders’ meeting including preparing the minutes of the Board of
Remuneration for the Board of Directors
Directors meeting, Minutes of the shareholders meeting,
The Annual General Meeting of Shareholders for 2018, on
Annual report as well as storing documents as required by
25 April 2018, approved the remuneration and bonus for
law. The Company Secretary appointed by the Board of
directors by paying remuneration per attendance for the
Directors, which the Board deems appropriate to have
bonus, the resolution was approved for consideration of oper-
knowledge and ability in managing the company secretary
ating results and not more than 1% of net profit. In 2018,
to comply with various laws and regulations as well as
bonus was paid to directors in the amount of 897,000 baht at
responsible for overseeing corporate governance Corporate,
the date of approval from the general meeting of shareholders
Social Responsibility (CSR).
onwards until the shareholders’ meeting resolves otherwise.
In addition, the company has promoted the company
In addition to monetary compensation the company does
secretary, receiving training and continuous knowledge
not provide other benefits to those sub-committees according
development in law or performing company secretary duties
to Clause 32 of the Company’s Articles of Association, the
and the history has been revealed qualifications and experience
Board of Directors is entitled to receive remuneration.
of the company secretary in the annual report.
However, in order to comply with good corporate governance principles, the Board of Directors resolved to propose
Remuneration for the Board of Directors
remuneration for all patterns of directors at the Annual
Policy on Remuneration for Board and the
General Meeting of Shareholders and define agenda of
Sub-committees
remuneration for the Board of Directors, being an agenda for
The company sets appropriate remuneration for the Board
approval every year which the Annual General Meeting of
of Directors by considering the comparison with the
Shareholders for 2018, resolved to approve the remuneration
remuneration of directors of leading companies in the Stock
and bonus for directors, including the remuneration for
Exchange of Thailand and in the same industry group as
sub-committees at the same rate.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Remuneration for Board and Sub-committees
Remuneration Type Amount 1. Meeting allowance for Board (Baht/Meeting) - Chairman
40,000
- Director
20,000
2. Meeting allowance for Audit Committee (Baht/Meeting) - Chairman
25,000
- Director
20,000
3. Meeting allowance for Nominating and Remuneration Committee - Chairman
25,000
20,000
- Director
4. Meeting allowance for Risk Management Committee - Chairman
25,000
20,000
- Director
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Remuneration for the Board of Directors and the Sub-committees for 2018 (1 January-31 December 2018)
List of director
Remuneration (Baht)
Board of
Audit
Nominating
Directors
Committee
and
Risk
Audit
Management Committee
Remuneration Committee
Committee
-
with
Mr. Ekphol Phongstabhon
240,000
Assoc. Prof. Dr. Ruth Banomyong
100,000
125,000
Mr. Wichai Xiao
120,000
100,000
20,000
Mr. Charoenkiat Huthananuntha 120,000
100,000
Risk
Bonus for
Total
Annual
Director,
(Baht)
General
From the
Meeting operating of
from 2017
Management Shareholders Committee 2018
-
-
-
40,000 112,125 392,125
-
-
25,000
20,000
-
20,000
20,000 112,125 392,125
25,000
20,000
20,000 112,125 397,125
112,125
382,125
Dr. Araya Kongsoonthorn
120,000
-
20,000
-
20,000 112,125 272,125
Mr. Chudet Kongsoonthorn
120,000
-
-
-
20,000 112,125 252,125
Ms.Thitimar Tantikulsunthorn
120,000
-
-
Miss Pornpairor Tantikulsunthorn
20,000
-
-
100,000
-
-
75,000 -
25,000 -
20,000 112,125 352,125 -
112,125
132,125
(Resigned 21 February 2018) Ms. Busarin Tuanchaem
Total remunaration
1,060,000
325,000
65,000
60,000 20,000 20,000 - 200,000 135,000
110,000
180,000
897,000
2,772,000
Remark: Ms. Somjai Purachako is a Risk Management Committee received remuneration of 80,000 baht in 2018 (resigned from the company, 31 December 2018)
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Top Executives Remuneration of WICE
There is no other bonuses.
Policy and Criteria for payment of Executives Remuneration
Executive Directors, 14 Executives from company and
The company measures the performance of executives
subsidiaries received remuneration for the operating results in
every year by using KPI: Key Performance Indicator to
2018 in the form of salary and remuneration, totaling a million
evaluate the executives and employees at all levels and
baht.
comparing KPI that is defined as a target with performance to consider wage adjustment and annual bonus.
Descriptions
2016
2017
2018
Number of executive
13 persons
13 persons
14 persons
39.92 MB
47.32 MB
55.80 MB
Salaries/Bonuses
Salaries/Bonuses
Salaries/Bonuses
Total remuneration of executives (MB) Remuneration form
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Innovative Logistics Service and Solution Provider
Annual Report 2018
2.3 Corporate Governance Corporate Governance Policy
Received a survey result of Corporate Governance
WICE Logistics Public Company Limited operates
Report of Thai Listed Companies for 2018 by
its business with responsibility, transparency and fairness,
Thai Institute of Directors Association (IOD) as
observes the principles that have been practiced through
very good.
generations and are outlined in Code of Conduct by
Received 100 points from quality assessment of
adhering to good corporate governance principles and
Annual General Meeting of Shareholders for 2018
recognizing the importance of good corporate governance
(AGM Checklist) by the Thai Investors Association.
which will help promote the organization’s potential of competitiveness in both short and long term. In addition,
1. Rights of Shareholders
good corporate governance also helps to create confidence
The company has the policy to support, promote, and
for investors, financial institution, business partner and all
facilitate every shareholder including institutional investors
stakeholders.
to ensure that shareholders, both as investors and owners
In operate its business that will lead to increase the
of the Company, are entitled to all basic rights meeting
value of shareholders and the balanced benefits of those
widely accepted and reliable standards, which include the
involved with the company and Board of Directors, therefore,
right to freely trade or transfer their own shares, the right to
it had determined policy of management mechanisms,
receive dividends from the Company, the right to attend
operations and governance systems on good corporate
Shareholders’ Meetings, the right to propose in advance
governance principle which adheres to transparency,
the Meeting agenda, the right to nominate a person to be
responsibility for all stakeholders including adhering to
a director, the right to express opinions independently, and
social responsibility to be a business operation guideline
the right to make decisions on important affairs of the
for directors, executives and employees of the Company.
Company, e.g., the election of directors, the appointment
Thus, Board of Directors has always reviewed and improved
of auditors and determination of the audit fee, amendment
the corporate governance principle to be up-to-date.
of Memorandum of Association and Articles of Association
The company has consistently adhered and practice
to good corporate governance principles both being
of the Company and an approval of significant transactions influencing the Company’s direction.
domestic corporate governance principles such as good
Apart from the abovementioned rights of the shareholders,
corporate governance principles for listed companies of
The Company has also operated other matters to encourage
the Securities and Exchange Commission and of the Stock
and facilitate shareholders to exercise their rights as follows:
Exchange of Thailand including the criteria under the
1.1 Provide important and necessary information for
Corporate Governance Report of Thai Listed Companies -
shareholders about the business operations clearly and on
CGR of the Thai Institute of Directors Association (IOD).
time by disclosure information through the company website
In 2018, the company has evaluated the results of
and the SET.
corporate governance as follows:
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WICE Logistics Public Company Limited
1.2 To allow all shareholders to receive clear
1.5 The Company held the Annual General Meeting
information, sufficient and have time to study in advance
of Shareholders of 2018 at Sathorn 1 Room, M Floor,
before the shareholders’ meeting. The company has
Anantara Hotel, Bangkok, and Sathorn which is easily
disseminated information about the date, time, location
accessible due to close Narathiwat Ratchanakarin Road
and agenda of the shareholders’ meeting as a clear matter
and located not far from the Bus Rapid Transit or BRT
by disseminating such information in both Thai and English
Station Arkan Songkhro.
about 30 days in advance before the meeting date.
1.6 The company has registered with the barcode
For the meeting invitation letter, the company has
system that shows the registration number of each
provided detailed of each agenda with an explanation,
shareholder that has been printed on the registration form
reason and the opinion of the Board of Directors by the
and the proxy form so that the registration process is fast.
Company has disseminated the invitation letter with related
In addition, the company has provided a document
documents such as registration form, documents and
checkpoint in a case give a proxy to other persons to
evidence that the attendees shall display before entering
attend the meeting instead and provide a revenue stamp
the meeting, proxy procedures, registration and proxy
for affixed on a proxy form as service to proxies who have
forms in the company website both in Thai and English 30
registered to attend the meeting with the concierge staff
days in advance before the meeting date and deliver the
throughout the registration by the company will open for
above documents to the shareholders at least 7 days prior
registration at least 2 hours before the meeting start.
to the meeting date.
1.7 The company has provided for using voting
1.3 The company provides an opportunity for
ballots for every agenda that requires resolution, for trans-
shareholders to appoint a representative, e.g., an independent
parency and can be checked by voting in each agenda.
director or other person, to act as proxy at the meeting by
The chairman will ask the meeting whether the shareholders
using any proxy form that the company sent with Invitation
or proxies who disagree or abstain shall raise their hands
Letter which is a pattern that shareholders can define the
and vote in voting ballots and signed then the officer will
voting direction according to the form prescribed by the
record score by scanning barcode at voting ballots along
Department of Business Development, Ministry of Commerce
with collecting such cards. For the shareholders who agree
also information of independent directors assigned by the
shall vote and sign on the voting ballots without to raise
company to be proxies from shareholders.
their hands and will collect all voting ballots that agree at
For shareholders who are institutional or foreign
the end of the meeting. For shareholders who are proxied
investors and appointed a custodian in Thailand as a
to an independent director, the company will vote,
depositor and protect stocks, the company has coordinated
agree, disagree or abstain according to the wishes of the
documents and evidence that shall be presented in
shareholders.
advance before the meeting date to make registration more convenient and faster on the meeting date.
1.8 For details of voting result for each agenda, shall
be collected and informed to the meeting after the voting
1.4 In 2018, all directors attended the Annual
has been completed for each agenda.
General Meeting of Shareholders.
1.9 The company has provided independent
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Innovative Logistics Service and Solution Provider
Annual Report 2018
lawyers to act as examiners counting vote throughout
directors and the management department who attended
the meeting and a volunteer representative from the Thai
the meeting, procedures and methods of voting, resolution
Investors Association to participate in the observation.
of the meeting, voting results for each agenda, including
1.10 The company has given shareholders the right
questions, explanations and opinions of the shareholders
to attend the meeting after the chairman opened the
proposed at the meeting and prepared the Minutes of the
meeting can vote in the agenda that is under consideration
Annual General Meeting of Shareholders of 2018 within 14
and has not yet been voted and counted as a quorum from
days from the date of the meeting and submitted them to
the agenda that had been attended onwards, which it may
the Stock Exchange of Thailand and the Ministry of Commerce
cause to have difference score in each agenda by voters.
within the period as stipulated by law. They were also
1.11 During the shareholders’ meeting, the chairman
disseminated on the Company’s website.
allowed the shareholders to express their opinions, suggestions or inquiry on various agenda independently
2. Equitable Treatment of Shareholders
before voting on any agenda to provide shareholders
The Company is fully aware of its duty to protect the
receive information and sufficient details on such matter. In
benefits of every shareholder, every group whether it is a
the agenda that shareholders have questions or inquiries,
minor shareholder, an individual shareholder, investors,
the Company has prepared relevant personnel to provide
Thai shareholder as well as foreign shareholder to receive
answers under the responsibility of the Board of Directors.
the rights, fairly and equitable treatment entirely for the
1.12 In the Annual General Meeting of Shareholders
maximum benefit of the shareholders as follows:
for 2018, the meeting considered various matters
Providing the opportunity of Minority Shareholders to
respectively in the agenda specified in invitation letter that
nominate candidates to be elected as a director beforehand
sent to the shareholders in advance without changing
before the meeting date.
the order of the said agenda and without requesting the
The company determined the criteria and procedures
meeting to consider other matters besides that specified in
for granting shareholders the right to propose an agenda to
shareholders’ invitation letter. In addition, after the meeting
the meeting of shareholders and nominate persons to be
considered various matters according to agenda completely,
considered for election as directors in place of those who
the Chairman will give the shareholders an opportunity to
are due to retire by rotation during the 3 months period
ask further questions regarding matters that are of benefits
until the end of the annual accounting period of the company
before the meeting ends.
by the company has disseminated such criteria via the SET
1.13 The company disclosed the resolutions of the
Annual General Meeting of Shareholders of 2018, as well
Portal system of the Stock Exchange of Thailand including the company website.
as votes for each agenda, are disclosed via SET Portal of
The annual general meeting of shareholders for 2018,
the Stock Exchange of Thailand and published on the
the company allows the shareholders to propose the agenda
Company’s website after the Annual General Meeting.
and nominate persons to be considered as a director from
1.14 The company has recorded the minutes as
October 1, 2018 - December 31, 2018, which can be
fully, comprises important information such as the list of
submitted form for proposing agenda and/or nomination
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
forms for consideration as directors with prescribed
securities’ price and has not disseminated to shareholders,
documentary evidence through the company secretary by
investors or the general public. Therefore, using internal
the following criteria:
information of the company is important to properly manage
Proposal of the agenda, the company gives the right to
to prevent information leaking that may be used in
one or many shareholders who hold shares on the date of
misappropriate and is taking advantage of other people
proposing the agenda which the total not less than 5% of
which besides to being a legal offense also affecting the
the total voting shares of the company. Propose agenda in
reputation of the company as well.
advance by the Nomination Committee will scrutinize
In addition, the Board of Directors has also reviewed
before proposing to the Board of Directors for considering
the measures of Blackout Period related to internal
to be contained in the agenda and the company will notify
information to comply with the Securities and Exchange
in invitation letter that it is the agenda specified by the
Act., amended version B.E. 2559 and to elevate the operational
shareholders but if Board of Directors refuses to accept the
of the company to be in accordance with good guidelines
matters proposed by the shareholders to be contained in
that the SEC and the SET recommend are as follows:
the agenda, the company will explain the reason to the annual general meeting of shareholders for knowing.
The Company’s Directors, executives, and all
employees (including their spouses or de facto partners)
In addition, the company gives all shareholders the
shall not trade in the securities of the company within 7
rights to nominate persons to be elected as directors in
days before the disclosure of quarterly financial statements
advance by the Nomination Committee will be a person
and annual financial statements, and within 24 hours after
who considered for recruiting with other persons according
the disclosure of such financial statements.
to the criteria for recruiting people to be directors, after that will propose names of persons who deem appropriate to
relevant person to know the Blackout Period in advance.
Board of Directors considering before proposing to the shareholders’ meeting for further approval.
The Company Secretary will notify in writing to the
The company defined to have regularly reviewed the
trading of securities of related persons always and prohibit
In the past year, have no shareholder proposing the
employees involved preparing financial statements and
agenda or nominating a person to be elected as a director
disclose to other persons who are not involved preparing
in advance before the meeting date for 2018 in accordance
financial statements in the period from the closing date of
with such principles and procedures.
the financial statements to the date of disclosure of such financial statements. In addition, in a case that any
Prevention of internal information usage
information is known which has not been disclosed yet,
The company places importance on a matter of using
it may affect the securities’ price of the company. Shall not
internal information of the company that has not disseminated
trade the company’s securities until 24 hours after the
to the public yet or information that may affect the securities’
disclosure of all information to the public.
price of the company to seek benefits for themselves or
Directors and executives according to the
others improperly. In the course of business, directors,
definition of the SEC (“Top Executive”) shall report the
executives, employees and related parties shall consider
holding of the company’s assets when being appointed to
and acknowledge various information which may affect the
be the director or top executive of the company for the first
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Annual Report 2018
time (Form 59-1) by submitting to the SEC within 30
transactions with third parties and considering the best
working days from the date of holding the position and
benefits of the company.
report changes in the holding of securities of the company
Directors who have a conflict of benefits shall not
when buying, selling, transferring or accepting the transfer
take part in considering the transition that they have
of the company’s securities (Form 59-2) within 3 working
conflicts of benefits.
days from the date of change.
In a case of a connected transaction that does
In addition, the Board of Directors will monitor all
not comply with general trading conditions according to
required actions in accordance with the related measures
the principles approved by the Board of Directors which
by determining to have a report the change of holding of
may cause conflicts of interest, shall be reviewed and
such securities to the meeting of the Board of Directors
commented by the Audit Committee before proposing for
every time and disclose the number of shares held at the
approval from the Board of Directors or shareholders (as
beginning of the year, year-end and which are traded
the case may be).
during the year of directors and top executives both directly and indirectly in the annual report. In the past of 2018, not
3. Roles of Stakeholders
appear the director’s offense, top executives and employees
The company has an ideology in conducting business
involved with using internal information in any way.
with morality and hold on to social responsibility, Conduct business by adhering to the principles of creating mutual
Preventing Conflicts of Benefits
value between organizations and all stakeholders for
The company is aware of the importance of managing
sustainable mutual benefits. By the Board of Directors is
conflicts of interest among stakeholders which means the
supervisor to provide the implementation of the laws and
Board of Directors and employees. Therefore, providing
policies as well as ensuring that such rights are protected
the policy to conduct business with honesty, truthful,
and treated with equality strictly.
openness, transparency and fairness by requiring all directors, executives and employees conduct as follows:
In 2018, the Board of Directors approved the reviewing and improvement policies and guidelines for various groups
Do not operate or engage in businesses that
of stakeholders in order to have policies, strategies,
compete with the company, avoid making transactions
guidelines and a comprehensive management process
that are related to oneself or persons/related juristic person
which will help to reduce the risk of reputation and corporate
that may cause conflicts of benefits with the company.
image which can be summarized as follows:
The Board of Directors is responsible for ensuring
that the Company complies with principles, methods and
3.1 Shareholders
disclosure of connected transactions as strictly defined by
The company places importance on shareholders
the law or regulatory agency.
as the owner of the company and therefore requires the
In a case that it is necessary to make a connected
Board of Directors as a representative of shareholders,
transaction, the transaction shall be in accordance with
including executives and employees of the company
general trading conditions according to the Board of Directors’
having the duty to operate the business for maximum
approval with transparency and fairness as if doing
benefits and increase value to shareholders in long-term.
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WICE Logistics Public Company Limited
The company respects the rights of shareholders and
focusing on various welfare providing to all groups of
recognizes the duty of caring for shareholders equally both
employees appropriately and fairly by reviewing welfare
the basic rights stipulated by law and Company’s Articles
providing to be consistent with the economic conditions
of Association such as the right to attend the shareholders’
and social changing. The provision of welfare for employees
meeting, proposal of the agenda in advance, election of
will cover every period from entry to retirement and will
Directors, the right to receive a fair return including giving
cover in all aspects, from welfare of work (such as
shareholders the right to make suggestions about the
allowances, travel expenses, uniforms), health benefits (eg.
business operations of the company through independent
annual health check-up) and welfare for living or helping
directors.
employees in various cases (eg. provident funds, health and accident insurance, opportunity grants).
3.2 Employees
Labor and human rights
Long-term employee care
The company operates the business with morality
The company has a policy of continuous long-term
by adhering to social responsibility and all stakeholders
employee care by providing a provident fund (membership
according to the company’s code of conduct, protection of
pay monthly contributions to the fund at 2 - 15 percent rate
human rights according to law and without violation of
of the employee’s wages and the company will pay a monthly
human rights.
contribution to the fund at 2% of the employee’s wage according to the employee’s duration of employment.
Employee care
Remuneration Management
The company has defined a strategy for learning and developing employees by requiring employees to
The company has clearly defined the employee
attend both internal and external training for a minimum of
remuneration management policy and procedures with
48 hours per year in order to practice and develop
disclosure in the personnel management regulations,
themselves for work practices. The company has also
determining an appropriate remuneration structure for each
provided training by inviting lecturers who have specific
position. The company defines a budget of remuneration
knowledge and skills from outside to regularly educate
management that comply with the company’s operational
employees and has tested the knowledge of employees
both in the short and long-term. The short-term remuneration
such as TOEIC test, measuring knowledge, abilities of
payment is based on the company’s operational each year
language, etc.
such as sales, net profit and EBITDA. For long-term, it will
In 2019, the company plans to prepare for an
consider the operational according to the long-term business
environmental policy and promote the education and
plan such as business expansion, profit growth rate, market
training of employees on environmental issues further.
share and continuously improve the efficiency of operations.
3.3 Customers The company focuses on creating maximum
Welfare management
The company has clearly defined the employee
satisfaction for customers by taking care and responsible
remuneration management policy and procedures,
for customers, provide services to customers based on the
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Innovative Logistics Service and Solution Provider
Annual Report 2018
standard, keep customers secret and do not disclose
with the framework of laws and guidelines for sustainable
customer information if not authorized by the customer.
development in order to achieve the objectives of the joint
The company has a system and agency that accepts
venture Joint venture.
customer complaints, having guidelines for consideration in order to expedite the process of finding a settlement with
3.6 Creditors
fairness and resolving such complaints as soon as possible.
The Board of Directors will concern the equality of
all parties involved integrity in business and adhering to
3.4 Business Partners
building credibility and treating creditors fairly with policies
The company complies with a competition framework
and guidelines for treating creditors as follows:
that honestly, transparent by adhering to comply with the
Make a contract with all types of creditors legally,
commercial conditions and the contract that is strictly
equality, fairness and transparency without taking
specified with the business partner by considering price
advantage of the parties.
and fairness. Awareness to the reasonableness of price,
Not using corruption or conceal any information
quality and service obtained, determining regulations for
or important facts that may cause creditors to be
procurement and various operations clearly, not request or
damaged.
accept any property or benefits from partners, supporting
Comply with various contract terms that have
environmentally friendly procurement and do not operate a
been done with all types of creditors strictly,
business with business partners with unlawful behavior.
correct and straightforward.
The company has defined guidelines for managing
The company has a policy of continuous long-term
and selecting partners by clearly defining the supply policy
employee care by providing a provident fund (membership
and selecting, qualification, procedures to conducting
pay monthly contributions to the fund at 2 - 15 percent rate
business systematically, fairly, transparently and supporting
of the employee’s wages and the company will pay a monthly
business partners who conduct business with ethics,
contribution to the fund at 2% of the employee’s wage
responsible for society and the environment and the company
according to the employee’s duration of employment.
will not conduct transactions with individuals or juristic
The company has defined a strategy for learning
persons who have committed illegal actions or have
and developing employees by requiring employees to
behaviors that appear fraudulent.
attend both internal and external training for a minimum
of 48 hours per year in order to practice and develop
3.5 Joint Venture Partners
themselves for work practices. The company has also
The company respects the rights of joint venture
provided training by inviting lecturers who have specific
partners, not taking advantage of the joint venture as well
knowledge and skills from outside to regularly educate
as cooperate with the investors in order to promote and
employees and has tested the knowledge of employees
support the operation of the joint venture to be strong,
such as TOEIC test, measuring knowledge, abilities of
supporting the exchange of ideas, suggestions and jointly
language, etc.
consider the business plan, jointly allocating benefits
In 2019, the company plans to prepare for an
appropriately, transparently includes monitoring and push
environmental policy and promote the education and
forward the operation of joint ventures to be in accordance
training of employees on environmental issues further.
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WICE Logistics Public Company Limited
3.7 Sociaty, Community and Enviorment
Policies and guidelines on anti-corruption
The company adherence to operating a business under
The company is aware of adherence to conducting
the ethical principles and complying with the laws and/or
business with morality, having a social responsibility and all
regulations related to the protection of company’s operations
stakeholders according to the principles of good corporate
which causing damage to the quality of life in society,
governance and business ethics which is to support the
community and environment. Creating a good interaction
sustainable growth of the company. On 13 July 2016, the
with the communities which the company is located,
company signed a declaration of intention to become a
supporting projects and activities that are beneficial to the
Collective Action Coalition: CAC): which is a government
community and society regularly.
project and the Office of the National Anti-Corruption Commission (NCC) cooperate with 8 organizations, namely
3.8 Competitors
Thai Chamber of Commerce, Thai Institute of Directors
The company comply within a competitive context by
(IOD), International Chamber of Commerce, Thai Listed
being fair, maintain competition norms and will not find
Companies Association, Thai Bankers Association, Federation
confidential information of business competitors in a
of Thai Capital Market Organizations, Federation of Thai
dishonest or unethical as well as not destroying the business
Industries and Tourism Council of Thailand push forward
reputation of competitors by accusing them of malice.
for anti-corruption measures in the private sector. Therefore, the company is certified as a member of the Collective
3.9 Government
Action Coalition on 10 November 2017.
The company provides to cooperate and support government policies for the benefit of the nation under
Whistleblowing Policy
relevant laws and principles and entering a project or
In order to give rights to various stakeholders in
guideline for anti-corruption including supporting activities
monitoring the operation of the company or affiliated
that encourage and instill all employees to comply with the
companies to be effective, efficient and transparent. The
law and related regulations.
Board of Directors and affiliated companies provide to have channels for whistleblowing and complaints about
3.10 The Media
the company’s operations or affiliated companies that are
The company stresses the importance of disclosing
deemed illegal including those that may be in conflict with
information to the media quickly, accurately, and transparently
related parties.
so that media can communicate the information to the
The company has set up a channel to report clues or
public accurately and rapidly. Moreover, to establish good
complaints of corruption, offense or ethics, inaccurate
relationships with the media such as inviting to join the
financial report, infringement, corruption or defective
press conference or activities organized by the company
internal control system through the following channels:
including creating good relations with the media, exchange
Company’s Websit : www.wice.co.th
ideas between each other to achieve development or
supporting the academic activities of the media.
banomyong.ruth@gmail.com
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Innovative Logistics Service and Solution Provider
: Audit Committee
Annual Report 2018
CEO
Methods and procedures for complaint
araya@wice.co.th
(1) Before proceeding to the complaint process,
Company Secretary
employees should consult with the supervisor
secretary2@wice.co.th
directly first, and all supervisors should give
priority to employee problems, no matter how
WICE Logistics Public
little, shall not leave the problem and must try to
Company Limited
solve it quickly.
: Audit Committee
88/8 Chong Nonsi Road, Chong Nonsi Sub-district,
(2) If the employee’s problems are not resolved in a
reasonable time or are a problem with supervisors
directly, employees may complain by their own
with the superior level in writing by clarifying the
Remark: Shall not disclose names of stakeholders who
complete cause and information within 7 days
report clues or complaints in anyhow and the Audit
from the date of the conflict and the supervisor
Committee will check information or facts based on the
shall hurry to investigate the complaint, make a
person who reported a clue or complaint and submitted to
decision and report the result within 20 days
the Board of Directors for acknowledgment within 30 days
from the date of receiving the complaint to the
from the date of receipt notification.
complainant with an explanation by verbal
readiness and a record of reasoning in the
expression by the complainant signing the
acknowledgment the result, consideration or
The company defines the principles for grievances
diagnosis in a written statement, as the case
for employees. In a case that employees having opinions
may be.
Yannawa District, Bangkok 10120
The process of dealing with matters that employees complain which may be an offense.
or conflicts regarding employment conditions, working, benefits, duties and responsibilities of employees with the
Protection for complainants and related parties
following principle for complaint is as follows:
Definition and scope of complaint
(1) Complaints will be considered with fairness, not
bullying, relocate or any punishment unless it is
a complaint with a dishonest intent.
(1) The complaints shall be about work, not a
(2) Employees who testify or participate in the
personal matter unless the matter is related
investigation will be protected, not bullying,
to work.
relocate or any punishment in anyhow unless
the employee intends to make a bias, incriminate,
(2) The complaints of the employee shall be about
the opinion or conflicts on systems or methods
false or not cooperate in the investigation
of working, benefits, contract or employment
process to find the truth.
condition, conduct and fairness of employees.
(3) The complaint shall not be a requesting for
(3) Consideration of punishment of employees from
the suspension period and complaints. The
the appointment, transfer, terminate, lay off,
Chief Executive Officer will appoint a committee
dismissal by a person.
to consider from time to time and will terminate
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WICE Logistics Public Company Limited
as soon as the punishment or consideration of
the complaint ends.
The company adheres and comply with laws, principles and rules prescribed by the Securities and Exchange Commission (SEC), the Stock Exchange of Thailand and
The company provides suggestions, complaints and comments of employees as follows:
is disclosed correctly and as a guarantee for shareholders
: CEO araya@wice.co.th
: Audit Committee
to believe in transparent of business operations, such as 4.1 Prepare various reports according to the
banomyong.ruth@gmail.com
follow up the changes regularly to ensure that the information
Comment Box : 2nd Floor, 3rd Floor and 5th
law relating to the position of director and top executives and report to the SEC.
Floor, Office Building
4.2 Establish policies for directors and top executives shall report their own benefits and related
If the employees deem themselves not receiving a fair
persons which is a vested interest in the management of
or has found a risk point or any action that may affect the
the business of the company or subsidiary in accordance
company then they can complaint via such channels.
with the principles, pattern and methods prescribed by the
Therefore, the complaint process and investigation to find
company.
facts, the company clearly stated in the employee manual for all employees to acknowledge and strictly follow.
4.3 Establish policies for directors to disclose trading report, holding shares of the company to the meeting of the board of directors to acknowledge the
Policies or guidelines for protecting employees or who informers of wrongful conduct
meeting time including the shareholding of spouses and minor children of such persons to the Board of Directors
In complaints that may be related to the violation of
every quarter and disclose the number of shares held at
the business ethics of employees, the company will conduct
the beginning of the year, year-end and which are traded
an investigation in accordance with the procedures and
during the year in the annual report.
records of the investigation in writing without disclosing the
4.4 Prepare the report of the Board of Directors’
name of the whistleblower including the collection of
responsibility for financial reports and presented with the
complaints to protect the impact that may occur to those
auditor’s report in the annual report.
who report such clues.
4.5 Disseminate the invitation letter for Annual General Meeting of Shareholders and annual reports within
4. Disclosure and Transparency
120 days from the end of the fiscal year.
SCG recognizes the importance of information disclosure because it greatly affects decision-making of
4.6 Disseminate the latest general meeting minutes on the company website.
investors and stakeholders. It is necessary, therefore, to
4.7 Disclose the roles and duties of the Board
define and administer measures concerning the disclosure
of Directors and sub-committees, the number of meetings
of information, both financial and non-financial as stipulated
and the number of times each director attended each
by laws and shall be complete, sufficient, reliable and
meeting individually.
up-to-date.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
4.8 Disclose date, month, year appointed as a director in the annual report. 4.9 Disclose the method of nomination of directors and how to evaluate the performance of the board. 4.10 Disclose the remuneration policy for directors and top executives including pattern, nature and amount of remuneration that each director has been appointed as a member of the sub-committee on an individual basis. 4.11 Disclose information about attending the
Interview “Look at the world, look at us� on Channel 3SD, number 28, broadcast on 25 April 2018
training courses of directors organized by the Thai Institute
4.12 Disclose the operating structure and investment
activities of the company on a regular basis.
in subsidiaries, associates, jointly controlled entities and
Press release on quarterly operating results for
investors and analysts.
other companies clearly.
Press release on quarterly operating results
including news of investment projects and important
of Directors Association (IOD) on an individual basis.
4.13 Disclose audit fees and service fees besides
Holding activities to meet investors and
stakeholders both in Thailand and abroad.
audit fees in the annual report. 4.14 Disclose the Memorandum and Articles of
Disseminate news via mass media in various
patterns such as news releases, news, articles, advertising
Association of the company on the company’s website. 4.15 Disclose important investment projects and
media and various media.
the impact on the investment project by disclosing information through the SET Portal of the SET and the
Disseminate information about employees via
electronic media such as internet, email and social media.
company website for shareholders, investors, media and
Disseminate information through the website
related parties to receive information accuracy, across the
www.wice.co.th www.facebook.com/wice logistics public
board and transparent.
company limited
Investor Relations Unit
Channels for dissemination the company information
The Board recognizes that company information, both
The company gives importance to the disclosure of
financial and non-financial affects the decisions of investors
information that is accurate, complete, transparent both
and stakeholders of the company. Therefore, shall reiterate
financial information, operational results and other information
the management to proceed with matters relating to the
relevant. Besides disclosure information in accordance
disclosure of information that is complete, reliable, consistent
with the duties under the regulations of the law, the company
and timely, which the management of the company has
has also developed channels for communicating information
always given importance and adhered to as for the investor
and news through various media to benefit stakeholders
relations work. The company provided an investor relations
such as
unit specifically by assigning the Managing Director - Business
Provide an investor relations unit to be direct
contact with investors.
Development and Company Secretary acting to communicate with institutional investors, shareholders, analysts and
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WICE Logistics Public Company Limited
relevant government sectors which investors can contact for company information at 02-681-6181 ext. 3501 or E-mail: Secretary2@wice.co.th. Activities in 2018, Managing Director and administrative department including investor relations, company secretary had conducted investor relations activities in various pattern which can be categorized as follows: 1. Holding activities for listed companies to meet investors and the Stock Exchange of Thailand (Opportunity day) once per a quarter to report quarterly operational results. 4. Interviews on TV program and by phone for 10 times.
5. Responsibilities of the Board of Directors
5.1 Composition of the Board of Directors
The Board of Directors comprises nationally respected,
knowledgeable and competent persons who are responsible for drawing up corporate policy and collaborating with the top executives in making operating plans, both short-term and long-term, including financial policy, risk management policy, and organizational overview. The Board plays an important role in overseeing, monitoring and evaluating the
2. Seeing the executives by making an appointment
from investors and securities analyst to inquire about
performance of the Company and top executives on an independent basis.
company information (Company Visit) for 12 times.
3. Seeing securities analyst of sub-group for 2 times.
Board of Directors Consists of 4 executive directors,
namely the Chief Executive Officer, Managing Director Business Development, Managing Director - Corporate Support, Director of Accounting and Finance and 4 non-executive directors whose non-executive directors have work experience related to the major business of the company, details appear in the Director’s history in the annual report.
The company has 4 independent directors, which is
half of the total number of directors. The independent directors will be responsible for monitoring the working of the management department, suggest and comment, support policies that are beneficial to shareholders or
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Innovative Logistics Service and Solution Provider
Annual Report 2018
oppose guidelines that may cause injustice or not
operations with concern for safety and responsibility of
transparent, which may affect the benefits of shareholders
social, environmental as well as the development of
and various groups of stakeholders. Overseeing to ensure
company’ s employees.
the company determines and discloses the policy on
6. Directing the Company’s operation in compliance
overseeing the connected transactions to ensure that it is
with the laws, objectives, the Company’s Articles of
the best benefits of the company and shareholders.
Association, resolutions of the Board of Directors and resolutions of Shareholders’ Meetings in good faith, with
Scope of Authority of the Board of Directors
responsibility and care to preserve the maximum benefits
5.2
The Board of Directors has the following authorities:
1. Acting in the best benefits of shareholders
7. Governance and supporting the creation of innovations
(Fiduciary Duty) by observing the following 4 main practices;
that create value to the company as well as benefit all
1.1 Performing its duties with responsibility and
of the Company and fairness to all involved parties.
stakeholders.
all due circumspection and caution (Duty of Care).
8. Governance and monitoring IT management and
1.2 Performing its duties with faithfulness and
the implementation of the IT security system.
honesty (Duty of Loyalty).
9. Determine risk management policies and governance
1.3 Performing its duties in compliance with laws,
to ensure effective risk management systems together with
objectives, the Company’s Articles of Association, the
reviewing and assessing the systems periodically and in
resolutions of the Board of Directors and resolutions of
the wake of a change in risk levels.
Shareholders’ Meetings (Duty of Obedience).
10. Governance and developing the company’s corporate
1.4 Disclosing information to shareholders
governance to keep it consistent with international standard
accurately, completely, and transparently with verifiability
to provide guidelines for business operations while monitoring
and timeliness. (Duty of Disclosure)
compliance and being a role model in complying with the
2. Defining and reviewing the structure of the Board of Directors, the number of directors and proportion of
principles of good corporate governance and the company Code of Conduct.
independent directors as well as Board diversity and director
11. Encouraging staff at all levels to be conscious of
qualifications to align with the company’s business operations.
ethics and morality and comply with the company’s principles
3. Directing the company’s visions, missions, and
of corporate governance, the company Code of Conduct
business strategies, with an annual revision and approval.
and the Anti-corruption Policy while promoting awareness
4. Considering the major operating plan, budgets,
of the importance of internal control system and internal
business goals, and business policies and enhancing the
audits to reduce the risk of fraud and abuse of authority
capabilities of the company to reach a globally competitive
and prevent any illegal act.
level.
12. Overseeing and monitoring the company’s liquidity
5. Overseeing and monitoring the implementation of the Company’s strategies and monitoring on performance
and debt service coverage together with emergency plans and mechanisms in case of when problems arising.
measurement with regular performance reports including
13. Governance and monitoring to ensure that the
policies for the development and improvement of business
preparation of financial statements and disclosure of
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WICE Logistics Public Company Limited
material information is accurate, sufficient and timely,
notify the Chairman or the Secretary to the Board in
and are in compliance with the relevant regulations and
advance of the meeting.
guidelines.
19. Monitoring and managing any potential
14. Overseeing to ensure that shareholders’ involvement
conflicts of benefits between the company and the
in the decision making of the company’s important matters,
management department or shareholders as well as
respecting the rights of shareholders, ensuring the equitable
governance to prevent misuse of the company’ s assets
and transparent treatment of all shareholders and stakeholders,
and transactions with those who are related to the company
conducting the business transparently, disclosing information
in an inappropriate manner
accurately and adequately, establishing a clear process
20. Develop knowledge and ability in continuing
and channels for receiving and handling complaints from
duties, attend training or participate in courses related to
informants or stakeholders, and ensuring an opportunity
the performance of directors or seminar activities that
for every stakeholder to contact or lodge complaints about
enhance the knowledge continually.
potential issues directly to the Board of Directors.
In performing its duties, the Board of Directors may ask
15. Considering top executive development plans
external consultation from independent consultants or
and the succession plan for the CEO or Managing Directors
experts in various fields, as deemed necessary and
and governance to ensure the effective performance
appropriate.
evaluation of top executives on an annual basis and determining appropriate remuneration in line with the
5.3 Roles of the Chairman of the Board of Directors
company’s operating results to provide both short-term
The Chairman of the Board of Directors has the
and long-term incentives.
following authorities:
16. Evaluating the performance of the Board of
1. Sets Board meeting agenda in consultation with
Directors annually by performing 2 types of evaluations,
the CEO and oversees to ensure Board members receive
namely overall performance evaluation of the Board of
accurate, complete, timely, and clear information prior to
Directors and self-evalution each individual with monitoring
the meeting to assist in their decision making process.
the evaluation results of the Board and its Sub-committees to consider together in the Board of Directors and regularly
Directors and chairs meetings of the Board.
review the performance evaluation form of the Board of Directors.
2. Provides leadership and direction to the Board of
2.1 Conducts a Board meeting according to the agendas, the Company’s Articles of Association, and
17. Governance and monitoring to ensure the
applicable laws.
selection and nomination process of a director is carried
2.2 Encourages and allocates sufficient time to
out transparently and the remunerations for directors and
each Board member to discuss and express their free and
Sub-committee members are determined appropriately.
frank opinion with due circumspection and concern for all
18. Devoting sufficient time to perform their duties,
stakeholders.
attending all meetings of the Board of Directors and Shareholders’ Meetings, except in unavoidable circumstances.
2.3 Summarize the Board meeting resolutions and the actions to take clearly.
The directors who are unable to attend a meeting must
2.4 Determining a Board meeting without the Directors from management department.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
3. Chairs meetings of shareholders according to the
agendas, the Company’s Articles of Association, and
5.5 Separation of the Roles of the Board of Directors
and the management department
relevant laws by allocating time appropriately along with
The company defines clear roles and responsibilities
providing opportunities for shareholders to express their
regarding the Board of Directors and the management
opinions equitably and ensuring that shareholders’
department by the Board shall be responsible for determining
inquiries are responded to appropriately and transparently.
the policies and governance of the management department
4. Supports and be a role model in compliance with
to comply with the specified policy. Therefore, the Chairman
the principles of good corporate governance and the
and CEO of the Company shall not be the same person,
company Code of Conduct.
and each must be nominated and elected by the Board in
5. Fosters a positive working relationship between
order to ensure their appropriateness. Furthermore, the
the Board of Directors and the management department
Board is responsible for determining a succession plan
and supports the performance of the duties of the CEO
covering the top executives, which is subject to annual
and the management department in accordance with the
review by the meeting between non-executive directors
company’s policy.
without the management department attending the meeting
6. Governance to ensure the transparent disclosure
on such an agenda.
of information and management in the event of conflicts of
The Chairman shall not be a member of the
benefits.
management and shall not participate in the management
of the company; nor shall the Chairman be authorized to
7. Governance to ensure the Board of Directors has
appropriate structure and composition.
sign binding agreements on behalf of the company. This is
8. Governance that the Board of Directors as a
to clearly define separate roles between supervision of the
whole, members of sub-committees, and each individual
company’s overall policy, and management of the business.
director perform their duties effectively and efficiently.
For the management department that has been as-
signed the authority to operate under various policies that
5.4 The Board of Directors’ Authorization
are responsible for the overall performance, control ex-
The Board of Directors is empowered to authorize
penses and investment budget to the extent approved by
various matters in accordance with the scope of authority
the Board in the annual plan. Implementing based on per-
stipulated by laws, the Company’s Articles of Association,
sonal policy to solve problems or conflicts that affect the
the Board of Directors charter, and the shareholders’ meeting
organization and maintain effective communication with
resolutions. Such matters include defining and reviewing
relevant.
corporate vision, missions, operating strategies, operating plans, risk management policy, annual budget and business
5.6 Directors’ Term of office on the Directors
plans, and medium-term business plan. Added to this is
Duration of each term
the definition of the target operating results, following up
The Company’s Articles of Association stipulates
and assessing the operating results to ensure they are
the Directors’ Term of Office on Directors in accordance
consistent with the plan, and overseeing capital expenditure,
with the provision of the Public Limited Companies Act
material connected transactions, merger and acquisition,
B.E. 2535. At the Annual General Meeting of Shareholders
corporate spin-off, and joint venture deals.
each year, one-third of the total directors must retire from
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WICE Logistics Public Company Limited
office. If it is not possible to divide the total number of
position as director in other companies (Listed company
directors evenly by three, the number closest to one-third
and limited company) for a total not exceed 5 companies
must retire from the office. In choosing those directors who
which approved by the Board of Directors.
retire, the length of service on the board should be considered, so that those who have served longest are most eligible to
5.8 Performance Evaluation and Knowledge
Enhancement of the Directors
retire. Currently, the Board of Directors consists of 8 members,
whose term of office is 3 years. Nevertheless, a retiring
The company provides a performance evaluation
director is eligible for re-election.
Performance evaluation of Directors
and reviews the performance evaluation of the Board of Directors and sub-committees every year at least 1 time
Consecutive term of independent directors
per year by dividing the evaluation into 2 types include the
Independent directors can hold a position no more
performance evaluation as a whole and self-performance
than 3 consecutive terms (9 years) or as appropriate with
evaluation which the evaluation results the Board of Directors
the first term starting on a date the Board of Directors
has analyzed and found conclusions to determine measures
approved on 31 December 2014 and the end of each term
to improve the working efficiency of the Board of Directors.
on the date of the Annual General Meeting of Shareholders
For the performance evaluation process of the
in which they are due to retire by rotation. The Board of
Board of Directors as a whole and self-performance evaluation,
Directors may nominate their names to be re-elected at the
the Nomination and Remuneration Committee will consider
Annual General Meeting of Shareholders as deemed fit, in
both the performance evaluation form of the Board of
which case they will no longer be considered independent.
Directors and sub-committees including the questionnaire for information desired, to enhance knowledge and ability in
5.7 Policy for limiting the number of listed companies
of Directors for consideration.
of directors and top executives
Determination the number of listed companies
The company secretary has delivered the evaluation
form to all directors for evaluating the performance of the
that directors will hold a position as a director
performing duties of directors before proposing to the Board
The Board of Directors has defined a policy to determine
Board of Directors and the sub-committees that they hold
the number of listed companies that the directors will hold
positions. After that, the company secretary will summarize
a position as director in order for the company to receive
the results and present the results to the Nomination and
the most benefit when the directors can devote time for
Remuneration Committee and the Board of Directors for
performing their duties efficiently. The Board of Directors
an acknowledgment before submitting the evaluation
has defined a policy for directors to hold positions in other
results to the Chairman of Committee and Chairman of
listed companies for a total not exceed 5 companies. In
Sub-committee.
addition, the company has guidelines in a case that Chief Executive Officer or the Managing Director will hold a
In 2018, the performance evaluation of the commit-
tee and the sub-committee can summarize as follows:
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Committees/Sub-cimmittees
Performance evaluation of
Self- performance
the Board of Directors
evaluation (percent)
as a whole (percent)
1. Board of Directors
94%
2. Audit Committee
88%
3. Nomination and Remuneration Committee
94%
4. Risk Management Committee
93%
87.5%
Director and Top Executives Development
increase knowledge related to the duties and responsibili-
The Board of Directors agreed to hold activities that will
ties of the directors continuously as follows:
Attending development and training program of each director in 2018
LIST OF DIRECTORS 1. Mr. Ekphol Phongstabhon
DESCRIPTIONS - Participated in the Chairman Forum on Digital Transformation–A Must for
all Companies 2. Assoc. Prof. Dr. Ruth Banomyong
- None
3. Mr. Wichai Xiao
- None
4. Mr. Charoenkiat Huthananuntha
- None
5. Dr. Araya Kongsoonthorn
- Participated in the 15th Assembly Logistics held by Logistics Thailand
magazine
- Attending the CEO CLUB 2018 on “The Game is on!”
- Attending the semina on “Research Alliance Dialogue on Corporate
Governance 2018” held by IOD 6. Mr. Chudet Kongsoonthorn
- None
7. Ms. Thitimar Tantikulsunthorn
- Participated in the 15th Assembly Logistics held by Logistics Thailand
magazine
- Attending the seminar on “People strategy is business strategy” held by
Human Capital Management Club, Thai Listed Companies Association
- Attending the semina on “Next Step Thailand: EEC Thai strategy connect
the world “ held by Bangkok Business 8. Ms. Busarin Tuanchaem
- Training Semina, Director Accreditation Program (DAP) 148/2018 held
by IOD
- Attending the seminar on “CFO Getting Together 2018” held by SET
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
In addition, the company also encourages directors
(DCP) of Thai Institute of Directors which the SEC requires
and top executives attending seminars for the courses that
directors to register at least one course of training, which is
are useful for performing duties including meeting and
Director Certification Program (DCP), Director Accreditation
exchanging opinions of the Board of Directors and top
Program (DAP) and Audit Committee Program (ACP) in
executives of various organizations are always. Both courses
order to bring knowledge and experience to develop the
held by independent organizations or governance agencies
organization further.
of government such as Director Certification Program
Training courses attended for directors that held by the Thai Institute of Directors (IOD)
TRAINING PROGRAM
Director
Director
Certification Accreditation
Role Of The
Audit
Anti
Company
Anti-
Committee Corruption Leadership Secretary Corruption
Program Program Chairman Program (DCP)
Ethical
The
Program Program
for
(DAP) Program (ACP) Practical (ELP) (CSP) Executive
(RCP) Guide Program LIST OF (ACPG) (ACEP) DIRECTORS 1. Mr. Ekphol Phongstabhon
DCP 141/2011
RCP 40/2017
CSP 41/2011
ACEP 4/2012
ACEP12/2014 2. Assoc. Prof. Dr. Ruth Banomyong DCP 103/2008
DAP44/2004
3. Mr. Wichai Xiao
DAP111/2014
4. Mr. Charoenkiat Huthananuntha
DAP111/2014
5. Dr. Araya Kongsoonthorn
ACP 13/2006
DCP 181/2013
6. Mr. Chudet Kongsoonthorn
DAP SEC/2014
7. Ms. Thitimar Tantikulsunthorn
DAP SEC/2014
8. Ms. Busarin Tuanchaem
DAP148/2018
ACPG 42/2017
ELP 10/2017 CSP65/2015
For supporting the performance of the Board of
Committee and Risk Management Committee for
Directors, the company secretary acts as a coordinator
sustainable development, to perform specific duties and
between the directors and the management department
proposing matters to the Board of Directors for consideration
and also coordinate the relevant laws, regulations including
or acknowledgment by providing a charter for sub-
overseeing activities of the Board of Directors, implementation
committees to determine duties and responsibilities and
of coordination for compliance with the Board of Directors’
disclosed such charter on the Company’s website as well.
resolutions.
In addition, the Board of Directors may appoint other subcommittees for specific matters as appropriate for the
Sub-committees
changing situation.
The Board has established Sub-committees, namely the Audit Committee, Nomination and Remuneration
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Annual Report 2018
1. Audit Committees
system and disclosure information in financial
Comprises 3 independent directors and all directors
statements in accordance with financial reporting
have a full understanding of, and experience in, accounting
standards and encourage to develop the financial
or finance which are well accepted by Mr. Wichai Xiao
reporting systems to be in line with international
whom an Audit Committee who has sufficient knowledge
financial reporting standards. 2. To consider related transactions, acquisition or
and experience to review the reliability of financial statements. The Audit Committee’ duties are to review operations to
disposition assets or transactions that may have
ensure that they have been carried out in accordance with
conflicts of benefits in accordance with the law,
the policies, company’s articles of association as well as the
requirements of the SEC and SET. 3. To review the Company to have a risk management
laws, regulations and requirements of compliance-related agencies. Moreover, the Committee is committed to promoting
process, work processes, controlling, governance
the advancement of financial and accounting report system
of operational and information technology and
to meet international standards and to ensure that the
maintaining data security and effective communication
company has an appropriate, modern and efficient internal
network systems conform to international standards. 4. To review the company to have anti-corruption
control system, internal audit system and risk management system. The Audit Committee acts and expresses opinions
process in accordance with the guidelines of various
independently.
governance agencies as effectively, including the
The Board of Directors will hold a meeting with the
Thailand’s Private Sector Collective Action Coalition
auditor, without management department to attend the
Against Corruption (CAC), Thai Institute of Director
meeting at least once a year to request comments from
(IOD) and the National Anti-Corruption Commission
auditors on various matters.
starting from promoting and raising awareness,
Audit Committee comprises
internal control risk assessment, creating a preventive
1. Assoc. Prof. Dr. Ruth Banomyong Chairman of the
work system, reporting the offense, audit until the
Audit Committee
self-assessment form regarding anti-corruption
2. Mr. Wichai Xiao
Audit Committee
measures as audited and evaluated.
3. Mr. Charoenkiat Huthananuntha
Audit Committee
5. To review the company to have control and monitoring
process in accordance with the securities and
Audit Committee’s term of office
exchange laws, regulations, rules and other laws
The Audit Committee has a term of 3 years with completed
related to the business of the company. 6. To review the company to has an appropriate and
its term on the date of the Annual General Shareholders’ Meeting upon expiration of the term of office, they may be
effective internal control and internal audit system in
considered to be appointed to continue their positions.
accordance with generally accepted methods and
standards and consider the “Internal Control System
Scope of Authority of Audit Committee
Sufficiency Assessment Form” which reviewed and
The Audit Committee shall have the following authorities:
evaluated, to ensure that the company has adequate
1. To review the company to have a financial reporting
internal control systems and propose to the Board
of Directors for consideration.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited 7. To review the summary of fraud investigation and
department, department head or employees of the relevant
define preventive measures within the organization.
company give an opinion, attend meetings or submit
including reviewing the company’s internal processes
documents that deem necessary. The Audit Committee
regarding clues and complaints.
performs duties within the authorities and responsibilities
8. To review the company to have a preventive system
as ordered by the Board of Directors. The Board of Directors
and being a benefit the organization to increase
is responsible for the company’s operations directly to
efficiency and effectiveness in the operation.
shareholders, stakeholders and the general public.
9. To consider for selecting, nominate, appointment or
termination persons who are independent to act as
Responsibilities of the Audit Committee
auditors of the company including the remuneration
1. After the Audit Committee acknowledged in a case
of the auditor of the company and evaluate the
that the auditor found suspicious circumstances
performance of the auditor.
that the director, manager or person responsible for
10. To prepare the report of the Audit Committee by
the company’s operation committed the offense
disclosure in the annual report which the report
under the Securities and Exchange Act, Section
shall be signed by the Chairman of the Audit
281/2, paragraph two, Section 305, Section 306,
Committee and have opinions on various matters
Section 308 Section 309, Section 310, Section
according to the requirements of the SET.
311, Section 312 or Section 313, the Audit
11. To review and comment on the performance of the
Committee shall audit and report the preliminary
internal audit office and coordinate with the auditor
audit results to SEC and the auditor within 30 days
and hold a meeting with the auditor without the
of receiving notice from the auditor.
management department to attend the meeting at
least once a year.
2. For the perform on duties of the Audit Committee If
found or have doubts as to whether or not the
12. To consider approving the internal audit plan, budget
following transactions or actions which may have a
including giving an approved for appointment,
significant impact on the financial position and the
removal, transfer or termination of internal audit officer.
company’ operating results, the Audit Committee
13. To consider the independence of the internal audit
shall report to the Board of Directors in order to
unit by considering the performance on duties and
improve within the time that the Audit Committee
reports including the command line and review an
deems appropriate.
evaluation of the audit in accordance with interna
(1) Transactions that cause conflict of benefits.
tional standards.
(2) Corruption or irregularities or significant defects
14. To review the Audit Committee to evaluate the
overall performance of the Audit Committee and
evaluating their own performance every year.
(3) Violation of the law on securities and stock exchange, regulations of the Stock Exchange of
15. To perform any other acts as required by law or is
in the internal control system.
assigned by the Board of Directors.
Thailand or laws related to the business of the company
For the perform on duties under the scope of authority,
If the Board of Directors or the management depart-
the Audit Committee has the power to order the management
ment will not proceed to provide the amendment within the
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Annual Report 2018 time specified by the Audit Committee, one of the Audit Committee may report such transaction or action to the
Scope of Authority of Nomination and Remunera-
tion Committee
SEC or the SET.
The Nomination and Remuneration Committee shall
have the following authorities:
2. Nomination and Remuneration Committee
Comprises 3 directors, by 2 in 3 are independent
1. To determine the scope and policy for nomination
directors and not being an executive director and the
of directors to propose to the Board of Directors.
2. To consider and review the appropriateness of
Chairman of the Nomination and Remuneration Committee
being a director of the company in a case that
is an independent director, responsible to present, review
there are changes related to the qualifications of
and governance the recruitment of those who are eligible
the director.
to be appointed as directors to replace those whose term
3. To suggest performance, evaluate methods of
has expired or other cases. Review the performance evaluation
the directors and various sub-committees and
system of the Board of Directors and sub-committees and
prepare a plan for succession of directors, chief executive
annually including monitoring and summarizing
officer or managing director also study, consider and monitor
the evaluation results to the Board of Directors in
the changes and trends in the remuneration of the Board of
order to improve performance efficiency and
Directors to propose to be remuneration policy that being
enhance the knowledge and capabilities of the
able to motivate as well as being able to maintain talent
directors.
and integrity people to remain with the organization.
the Chairman of the Board of Directors by reviewing
4. To determine the qualifications of the person who
Nomination and Remuneration Committee comprises
will hold the position of directors in accordance
1. Mr. Charoenkiat Huthananuntha
Chairman of the
with the company’s business strategy and
Nomination and
determine the nomination process for directors
Remuneration
to replace the directors whose term has expired
Committee
by recruiting directors with diverse qualifications
Nomination and
Remuneration
competencies that are useful to the company.
Committee
2. Mr. Wichai Xiao
3. Dr. Araya Kongsoonthorn
in terms of skills, experience, gender and specific
5. To consider and nominate qualified persons to be
Nomination and
directors of the company to replace those who
Remuneration
have completed their terms or other cases by
Committee
considering the diversity in the structure of the Board of Directors to propose to the Board of
Nomination and Remuneration Committee’s term of
office
Directors And the shareholders’ meeting for consideration.
The Nomination and Remuneration Committee has
6. To prepare the succession plan for the Chief
a term of 3 years with completed its term on the date of the
Annual General Shareholders’ Meeting upon expiration of
to the Board of Directors for consideration.
the term of office, they may be considered to be appointed to continue their positions.
7. To propose guidelines and methods to pay remu
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Executive Officer or Managing Director to propose
neration to the Board of Directors and various
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
sub-committees that appointed by the Board of
years with completed its term on the date of the Annual
Directors which includes annual bonuses and
General Shareholders’ Meeting upon expiration of the term
of office, they may be considered to be appointed to con-
meeting allowance.
8. To consider the remuneration of the Board of
tinue their positions.
Directors compare with other leading listed
companies who are the same business and propose
to the Board of Directors for acknowledgment.
1. Having a duty to consider policies, strategies,
9. To consider the reviewing and suggested if there
Scope of Authority of Risk Management Committee
risk management structures and operations to
are any changes about the charter. The Nomination
ensure that the proposed strategic plan conform
and Remuneration Committee will propose to the
to risk ratings that the company accepted and
Board of Directors for approval, adjustment to be
according to the needs of the stakeholders.
appropriate and up to date always.
2. Supporting
10. To perform other duties as assigned by the
Board of Directors.
the
management
of
the
Risk
Management Committee at the practitioner level.
3. Monitoring and evaluating the efficiency and
For the perform on duties under the authority and
effectiveness of overall risk management.
responsibility of the Nomination and Remuneration
Committee, it has the authority to order the management
department, department head or employees of the
of the organization and can ensure that those
relevant company gives an opinion, attend meetings or
risks have been dealing up to the level that the
submit documents that deem necessary.
company accepted.
3. Risk Management Committee
4. Understanding and be able to assess the risks that may affect the achievement of the objectives
5. Providing advice and approve of risk management
Recruitment and appointment of directors and top ex-
Comprise 2 directors and 1 person from management
ecutives
department to determine the risk management policy and operation guidelines, risk prevention guidelines in order to
Independent Director
run the business continually.
The company determines the proportion of directors
Risk Management Committee comprises
who are qualified as independent directors to be not less
1. Ms. Thitimar Tantikulsunthorn Chairman of the
than half of the total number of directors. At present, the
Risk Management
company has 4 independent directors, namely Mr. Ekphol
Committee
Phongstabhon, Assoc. Prof. Dr. Ruth Banomyong,
Risk Management
Mr. Wichai Xiao and Mr. Charoenkiat Huthananuntha
2. Ms. Busarin Tuanchaem 3. Miss Somjai Purashago
Committee Risk Management
Qualifications of Independent Directors
Committee
Company’s independent director shall be a director
with the following qualifications:
Risk Management Committee’s term of office
The Risk Management Committee has a term of 3
Holding shares not exceeding 1% of the number
of shares that have voting rights in the company,
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Annual Report 2018
master company, subsidiary, associates or juristic
terminated for not less than 2 years before being
person that may have conflicts which shall also
appointed.
include the shareholding of the related persons of
such independent directors.
Not being or having been a professional service
provider which includes providing services as a
Not being or used to be a director who is involved
legal advisor or financial advisor which receives
in the management of work, employees, consultants
service fees in excess of 2 million baht per year
who receive regular salary or regulator, master
from the company, mater company, subsidiary
company, subsidiary, same rank subsidiary or a
company or juristic person that may have conflicts.
juristic person that may have conflicts unless it
In a case that a professional service provider is a
has been terminated for not less than 2 years
juristic person, including being major shareholder,
before being appointed.
directors who are not independent directors,
Not being a person who has a relationship by
executives or managing partners of such professional
blood or by legal registration in a manner of
service providers unless it has been terminated
father, mother, spouse, sibling, and child. Including
for not less than 2 years before being appointed.
spouse of the child, executives, major shareholder,
Not being a director appointed to represent the
regulator or a person who will be proposed to be
company director, major shareholders or
an executive or regulator of the company or
shareholders who are related to the major
subsidiary.
shareholders of the company.
No or have had a business relationship with the
Not operating a business that is the same busi
company and subsidiaries, master company or
ness and is a significant competition with the
juristic person that may have conflict in a manner
business of the company or subsidiary or not a
that may interfere with his independent judgment
significant partner in the partnership or being a
including not being or having been a major
director who is involved in the management of
shareholder, non-independent director or executives
work, employees, employees, consultants who
of those who have a business relationship with
the company and its subsidiaries, master company
the total voting rights of other companies which
or juristic persons that may have conflicts unless
operates businesses that is the same business
it has been terminated for not less than 2 years
and are competing with the business of the com
before being appointed.
pany or subsidiaries
Not
being or having been an auditor of the
receive regular salary or holding more than 1% of
No other characteristic that makes impossible to
company, master company, subsidiary or juristic
give independent opinions about company’s
person that may have conflicts and not being a
operations.
major shareholder, non-independent directors, executives or managing partners of the audit
to make decisions in matters independently.
office which has an auditor of the company, master company, subsidiary company or juristic
Be able to attend the Board of Directors’ meeting Be
able to take care of the benefits of all
shareholders equally.
person that may have conflicts unless it has been
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Be able to take care of not causing conflictbenefits.
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Independent directors may be assigned by the Board
selected from experts who have background and expertise
of Directors to make decisions on business operations of
from variety of careers, having leadership, sweeping visions,
the company, master company, subsidiaries, same rank
being a moral and ethical person, having transparency
subsidiaries or a juristic person that may have conflicts by
work history and unblemished including having the ability
making decisions in the form of a group.
to express opinions independently. - Guidelines on scrutinizing nominees as directors
Nomination for Directors and Top Executives
In scrutinizing the names of those who have been
Guidelines on nomination for Directors
nominated as members of the Nomination Committee,
The Nomination and Remuneration Committee is re-
should determine the guidelines that will be used to con-
sponsible for recruiting qualified persons to be appointed
sider by focusing on the following elements:
as directors of the company to replace the directors whose
1. The desired characteristics in each director
term has expired or in other cases and propose to the
The Nomination and Remuneration Committee
Board of Directors to consider the person who will be nom-
should consider and determine the individual characteristics
inated to be elected from the shareholders’ meeting. The
of those who are selected to nominate as directors in
guidelines for the nomination of directors will consider from
various areas such as; - Having morality and responsibility
Qualifications
- Decisions with information and reasons
- Able to devote time and benefit to the company.
- Having the maturity and stability, being a good
- Having a work history of honesty, integrity, transparency
and qualifications as a director under the SEC’s
listener and dare to express opinions differently and independently. - Adhere to work with principles and standards
requirements.
as professional
- Having experience of organization managemen
- Other characteristics that the Nomination
- Having an idea and follow up the changes of the
Committee considers are important
modern world at all times - Having
an
experience,
knowledge,
expertise,
specialized skills that can enhance the efficiency,
knowledge and experience of the committee that
still lack.
2. The desired knowledge and expertise to have in
the Board of Directors Nomination Committee should consider defining specific elements of knowledge and expertise required in the
- Not doing business or being a director or executives
“committee to allow the Board to determine strategies and
in organizations which doing business compete with
policies including governance the implementation based
the company.
on strategies effectively.
- Dare to speak and express opinions reasonably.
3. Diversity of Directors
- Having ideology, able to work as a team and have a
Besides to defining the above two elements, the Nomination and Remuneration Committee may also
culture with directors. Selection of the Board of Directors according to the
consider determining guidelines for a variety of other qualifications of the entire board such as the coming from
recruitment guidelines The Nomination and Remuneration Committee will be
various stakeholders and basic education, age, gender, etc.
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Annual Report 2018
In addition, the Nomination and Remuneration Committee
expired is as follows:
has nominated directors by focusing on the knowledge
1. Each director is allowed to nominate the appropriate
and expertise necessary that still lack in the board. Either
person to be a director of the company to replace the
knowledge, expertise or management experience, specialized
director whose term has expired. By the directors who
expertise (Law, Marketing, Accounting/Financial Literacy
have retired by rotation should not nominate themselves to
which shall knowledge and understanding in financial
be directors.
statements, accounting standards or being/used to be
2. All directors shall evaluate their knowledge and
an Audit Committee of financial listed companies and
expertise in order to provide information for consideration
information technology.
of the nomination of directors who are due to retire by rotation.
Principles and procedures to select persons appointed as directors
3. The Nomination and Remuneration Committee, excluding the interested directors who are not in the
1. The nomination of a person to be elected at the
meeting, will consider and scrutinize the names and
shareholders’ meeting to be a director in place of the
proposals received from the directors and shareholders to
director who has retired by rotation and is the right of all
nominate the right person to the Board of Directors to
shareholders equally to nominate other persons. For the
consider proposing to the shareholders’ meeting.
power to consider who is the director is the power of the shareholders.
4. The Board of Directors, excluding the interested directors, carefully considered the qualifications of the
2. Shareholders have votes equal to one share per one vote.
nominees individually and nominate the appropriate person to be a director of the company to replace the
3. In the election of directors, shall vote to elect directors individually and the shareholder has the right to
director who has retired by rotation to be elected at the next general meeting of shareholders
elect the person nominated as a director not exceeding the number of directors to be elected at that time by not dividing votes.
Nomination and Succession Plan for Chief Executive Officer and Managing Director
4. The person who receives the maximum votes in
The company has put in place a proper and transparent
descending order will be elected as a director equal to the
nomination process for key management positions at every
number of directors to be elected at that time. In a case
level to be appropriate and transparent in order to ensure
that the persons elected in the next order have equal votes
that all of the top executives are professionals. By the
which causing to exceed the number of directors to be
Nomination Committee prepared a succession plan for the
elected at that time, the chairman of the meeting shall be
Chief Executive Officer and Managing Director to propose
another vote to obtain the number of directors to be
to Board of Directors for consideration. The nomination
elected at that time.
process commences with the process of recruiting candidates
Board of Directors by the recommendation of the
who possess both talent and integrity and young talents
Nomination and Remuneration Committee has defined the
are the focus of recruitment so that they can be groomed
guideline for nominating the right person to be the director
to become leaders in the future. Qualified high potential
of the company to replace the director whose term has
employees will undergo an assessment and pursue
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WICE Logistics Public Company Limited
development courses following individual career develop-
with the principles and procedures under an announcement
ment plans. These talents will be assigned challenging
of the Stock Exchange of Thailand that prescribed and ap-
tasks, and their positions will be rotated periodically in or-
plicable
der to further develop their leadership skills and all-round.
Remuneration of Audit
Operation governance of subsidiaries and associates
The company and its subsidiaries paid audit fees to
The Board of Directors has defined a governance
EY Office Limited, which is the auditor’s office for 2018, in
mechanism including management control of subsidiaries
the past fiscal year at amounting of 1,940,000 baht,
and associates by decentralizing the power to a partnership
excluding the audit fees paid by the associated company.
to be the regulator instead and report the results to the Board of Directors for acknowledgment.
The company that is the audit office and the auditor
has no relationship or any benefits with the company/ex-
In addition, providing to determine the scope of authority, duties and responsibilities of directors in subsidiaries and
ecutive/major shareholder or related to a person with such person.
associated companies that have invested both in Thailand and abroad, governance the disclosure information of
Audit fee for 2018
financial status and operations result, transaction between
1. Audit fee for annual financial statements and reviewing
subsidiaries and/or the company cooperate with related
fees for quarterly financial statements of the company and
person, acquisition or disposition of assets or making
consolidated financial statements in the amount of
important transactions correctly. This shall be in accordance
1,860,000 baht
Audit fees of company 1. Audit fees of annual financial statements
1,110,000 Baht
2. Reviewing fees for quarterly (Total 3 quarters)
750,000 Baht
Total audit fees of the company
1,860,000 Baht
2. Annual audit fees of subsidiaries and reviewing fees for quarterly financial statements of subsidiaries
Audit fees of subsidiaries (1 company) 1. Audit fees of annual financial statements
80,000 Baht
2. Reviewing fees for quarterly (Total 3 quarters)
Total audit fees of the company
80,000 Baht
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Annual Report 2018
Implementing good corporate governance principles
Anti-Corruption
for listed companies in 2017 to be applied
The company has a policy to conduct business
In 2018, Board of Directors had considered applying
with morality by adhering to social responsibility and all
the principles of good corporate governance for listed
stakeholders according to good corporate governance
companies in 2017 or the Corporate Governance Code
and business ethics as well as policies and guidelines for
(CG Code) issued by the Securities and Exchange Commission
treatment of various groups of stakeholders and to ensure
to be used by considering and recognizing the role as the
that the company has a responsibility policy, practice
organization’s leader. By all directors have carefully
guidelines along with the appropriate implementation
considered such practices and understand the benefits
requirements to prevent corruption against all business
and importance of implementing of CG Code in each
activities and to provide decisions and business operation
clause to ensure that the operations are in line with such
that may have a risk of corruption obtains considered and
practices as appropriate of company business and is the
practiced carefully to be a guideline for conducting
most beneficial to the company such as the Chairman of
business and develop into a sustainable organization. The
the Board of Directors is an independent director which
company joined the signing of the intention to become a
currently the Chairman of the Board of Directors is an
Thailand’s Private Sector Collective Action Coalition
independent director and the determination of the number
Against Corruption: CAC which is a government project
of terms to hold the longest consecutive positions of
and the Office of National Anti-Corruption Commission
directors such as not exceed 3 consecutive terms and
(NCC) cooperate with 8 organizations, namely Thai Chamber
determine the number of terms to hold the longest
of Commerce, Thai Institute of Directors (IOD), International
consecutive positions of sub-committees including to
Chamber of Commerce, Thai Listed Companies Association,
determine the independent directors having terms not
Thai Bankers Association, Federation of Thai Capital Market
exceeding 9 years from the first date of independent
Organizations, Federation of Thai Industries and Tourism
director position. At present, the company has started an
Council of Thailand push forward to have anti-corruption
action plan for independent directors which must have a
measures in the private sector. Therefore, the company
term of not more than 9 years if will provide to hold position
that has been certified as a member of Thai Private Sector
next shall consider such need.
to against corruption on 10 November 2017.
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2.4 Report of the Nomination and Remuneration Committee The Nomination and Remuneration Committee has
2018 and the Board of Directors that has been reviewed
performed its duties as assigned by the Board of Directors
every year in order to get the qualified directors to hold
under the duties and responsibilities defined in the Charter
a position as the Company’s directors in place of the
carefully, fair and reasonable. Recruitment of persons to fill
directors who have retired by rotation and
the vacancy in 2018 and the expiration of the term in 2018
The Nomination and Remuneration Committee also
by the Nomination and Remuneration Committee held the
considers remuneration compared to listed companies
meeting No. 1/2018 on 13 February 2018 to consider and
and other leading companies in the same industry or
nominate a person to replace the vacant director position
similar size. In 2018, the Nomination and Remuneration
to propose to the Board of Directors for consideration
Committee held 1 meeting to consider the remuneration of
2017. The company gives an opportunity for all shareholders
the Board of Directors and various sub-committees before
to be able to nominate persons to be considered for
proposing to the Board of Directors and shareholders for
election as directors in place of those retiring by rotation
further approval.
before the Annual General Meeting of Shareholders Year On behalf of the Nomination and Remuneration Committee
Mr. Charoenkiat Huthananuntha Chairman of the Nomination and Remuneration Committee
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Annual Report 2018
2.5 Social Responsibility General Policy
The Company will conduct business of the Company with
The Company mostly emphasizes and focuses on
responsibilities towards society, environment and Stakeholders
Corporate Social Responsibilities (CSR) and being deemed as
in accordance with 8 policies as specified in Guidelines of
first priority of main objectives of the Company as the
Corporate Social Responsibility of Stock Exchange of Thailand
Company has set policy and preparing many projects which
as the Company has defined policy and practice as part of
are beneficial for society whether elevating environment
CSR-in-Process as follow:
conditions for better living, elevation of standard of living and good heath of people in communities as well as Thai cultural
1) Business Conduct with Fairness
continuation as type such activity may promote and support
Conducting business with fairness constitutes confidence
social activities, charity donation, community assistance
to related persons, the Company and subsidiary companies
volunteering. In each activity, the Company will set the target
emphasize on conducting business with ethics towards
by combination of utilizing both internal and external resources
competitors rendering fair competition with the following
of the organization concurrently in order to obtain the
practices:
effectiveness of each activity which is not merely donation
1. Compliance with rules of goods competition,
but emphasis on participation of both employees in the
promotion of free trade competition, avoidance of cronyism
organization and cooperation of external organizations
practice or collusion.
including cooperation communities likewise. In internal implementation of the organization, the Company has established Committee in prepare projects
2. Do not seek for confidential information of competitor
by dishonest or inappropriate methods such as paying briery to competitor’s employee.
implementation plan which is consisted of personnel from
3. Do not defame competitor’s reputation by slander.
other departments in brainstorm in structural design which is
4. Do not support any act which is deemed as
collection of ideas, communications, and implementation in
infringement of intellectual property by using goods and
order to determine form of each activity as follow:
services with legal copyright.
1. Design in order to determine activity which means
each project will be defined including objective and outcome
2) Human Right Esteem
obtained from implementing such project.
Human right esteem means treating stakeholder,
2. Implementation of activity is the determination of
communities and neighboring society with human value
implementing steps, budget, personnel to be participated and
respect without violation of their fundamental rights. The Company
external organizations to be participated will be defined.
and subsidiary companies have an intention in respect and
3. Monitoring and evaluation, after implementing
non-violation of human rights with the following practices:
activity, evaluation will be made whether it is subject to the set
1. Support and respect for protection of human rights
objective or not or how and making internal communications
by inspecting the business not to involve violation of human
in the organization and society for acknowledgement as well
rights such as do not support forced labour or child
as coordinating the activity as part and accepted by the society.
labour etc.
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WICE Logistics Public Company Limited
2. Promotion in compliance with requirements of
3. Promotion, rotation, rewarding and punishment of
human rights in its business and encouragement in complying
employees will be made in good faith, equality and based on
with human rights principles in accordance with international
knowledge, ability and suitability of employee.
standard.
4. Providing and supervision of working environment
being safety for employee’s life and property’s.
3) Workforce Fair Treat
The company has policy in treating all employees with equality and fairness, supervising livelihood, safety and
increasing work potential by providing opportunity for employees for learning comprehensively and regularly.
hygiene in workplace as well as promotion of learning in organizational level and personnel development to upgrade
5. Developing employees in order to practice skills and
6. Compliance with laws and regulations which are
related to employees strictly.
working level of employees professionally, development of
7. Avoidance of any unfair act which may affect to
working system and creation of innovative organization with
stability of employees’ career as well as treating employees
the following practices:
politely.
1. Preparing conditions of fair employment and
providing employees to obtain remuneration which appropriate
The Company organizes activities in 2018 as follow:
for employees’ potential.
1) Basic Fire Suppression Training, Violent Fire Suppression
2. Providing and supervision welfare appropriately for employees such as providing Annual Leave, reasonable overtime
Training, 2018 Annual Fire Drill and Evacuation (arranging pictures appropriately)
working, medical treatment as required and appropriate etc.
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Annual Report 2018
2) Organizing Annual Sport Day to formulate unity, sportsmanship, and good relations among employees and colleagues. 3) Organizing Annual Songkran Festival
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Annual Report 2018
4) Mr. Ekaphol Pongstaporn, Chairman of Board of Directors, Dr. Araya Kongsunthorn, CEO, preside over 2019 Annual Meeting in order to formulate morale and encouragement as well as to enhance harmony in the Company.
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4. Consumer Responsibility
The Company determines to provide service with good quality and standard, in reasonable price, maintain confidentiality
of customer strictly and regularly, finding methods to increase benefits for customers continuously and as well as complying with conditions as defined by customers strictly with the following practices:
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1. Providing services with good quality and standard
responding to customer’s requirements under fair conditions.
and environment regularly.
2. Developing service provision continuously in order
6. Participation in Society and Community
to increase value of business and benefits for customers.
3. Providing information of service provision which is
Development
correct, sufficient and not exaggerated as customer will have sufficient information in making decision.
The Company has policy in supporting utilization of business process for benefits in development of quality of life,
4. Maintaining confidentiality of customer without
using either for oneself or related persons wrongfully.
creating economy and strength of communities and society with the following practices:
5. Environmental Conservation The Company is well aware of the importance of environment conservation without making pollution problems including
are affected. Therefore, the Company has set policy not to
1) Support employment in communities.
2) Finding opportunity to support initiative society and
school located near office area and blood donation etc.
3) Creating consciousness in social and environmental
responsibilities among employees in all levels.
perform any act that caused damage to national resources and environment with the following practices:
community activities such as supporting scholarship for
Global Warming which quality of life and ecological system
3. Support activities which participate in social initiatives
4) Strict control in compliance with intendment of law
and regulations imposed by regulatory authorities.
1. Using resources efficiently, energy saving measures
and consideration of renewable resources such as the
In 2018, The Company participated in promotion and support the following activities:
Company has policy in using paper worthily or REUSE to
1. WICE Logistics Public Company Limited participated
reduce Global Warming, saving electric energy campaign by
in 2018 National Children Day by encouraging people to
turning on-off electricity and air conditioner according to
be aware of the importance of children in emphasis on the
working hours etc.
importance of children which is an encouragement of children
2. Developing goods and services without any impact
to participate in social and national responsibilities. 
on environment but safe usage.
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7. Implementation and preparation of Report
9. Activities which are beneficial for society and
The Company has prepared one report which includes
environment (After process)
Annual Registration Statements (Form 56-1) and Annual Report (Form 56-2).
In 2018, The Company has adjusted society and environment activities plan which is preparing sustainable development plan and the Company is still aware of social
8. Business operation which affects to social
sharing and environmental conservation as always.
responsibility - None -
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Annual Report 2018
2.6 Internal Control and Internal Audit Internal Control
parties who have conflict of interest.
Board of Directors, Audit Committee and Enterprise Risk Management Committee have defined internal control of the
Internal Audit
Company in compliance with Internal Control Framework of
Audit Committee will supervise implementation of audit
COSO 2017 (The Committee of Sponsoring Organization of
unit in to be independency, justice, ethics and proficiency in
Treadway Commission) as Chief Executive Officer (CEO) is
professional level as defined by Profession Auditing Standard
responsible for assessment of sufficiency of internal control
as Charter of Audit Committee has defined scope of work,
system of the Company in accordance with Assessment Form
duties, authority and responsibilities as well as guidelines in
issued by Securities and Exchange Commission (SEC) and
implanting audit clearly and there is a regular review annually
reporting to Enterprise Risk Management Committee for
for suitability.
consideration and approval prior presenting to Audit Committee. In Audit Committee Meeting No. 1/2562 on 25 February, 2019
 
Risks Assessment
which is consisted of 4 Independent Committee and 3 Independent Committees attend the meeting.
The Company uses Enterprise Risk Management Concept as executives and related employees participating in indicating
Board of Directors has considered all topics in Assessment
risks and analysis of risky factors both risky opportunity and
Form by enquiring information from Audit Committee and
their impacts in order to determine control measures. The
Enterprise Risk Management Committee before making
Company has established risks management unit in preparing
decision that internal control system of the Company is
risks management plan, monitoring management outcome in
efficient, suitable, sufficient for conducting the Company’s
order to reduce risk level in the acceptable level as well as
business in compliance with applicable laws and regulations
reviewing risky factors before present to Enterprise Risk
as well as supervision of assets and utilizing resources
Management Committee every quarterly for consideration and
efficiently there is not significant deficiency in the internal
making decision to constitute continuity of risk management
control system.
process of the Company. Moreover, the Company conveys
The Company has encourage management department,
policy and guidelines of risk management to all employees
supervisors and employees to be aware of supervision, risks
for acknowledgement and compliance with as part of the
management, working performance and internal control.
organization culture which all employees can participate
Board of Directors has considered and agreed that the
in supervise the organization simultaneously through the
Company has sufficient personnel in implementing the
corresponding risk management process. Moreover, the Company
foregoing system as well as sufficiently internal control system
has prepared Business Continuities Plan (BCP) continuously.
in monitoring and supervising implementation of subsidiary companies in protection of assets of Company and subsidiary
Working Control
companies’ due to wrongful or unauthorized usage of director,
The Company has announced regulations and guidelines
administration department or management department
in purchase, budget, accounting and finance etc. The Company
including conducting transactions with persons and related
has defined scope of duties, authority, responsibilities and
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
financial amount approved by management department being
order to receive complaints from outsiders as well as Investor
consistent to good internal control principles including
Relations being responsible for making contact and organizing
delegation of work and inter working check up by separating
activities concurrently with shareholders and investors including
duties of approval, accounting entry record, IT data record
special communication channels for employees and external
and property collecting duty. Moreover, the Company receives
organizations for notifying information and complaints against
certification of ISO 9001:2015 which the Company is defined
the Company.
to prepare manuals and procedures as referent standard in working as well as training employees to understand and
Monitoring System
being able to work correctly, being consistent to working steps and procedures as defined by the Company.
The Company emphasizes on internal audit to add value of the organization by using internal information risk assessment
If there are transactions and related party between the
accompanying in planning Risk Based Audit and Inspection
Company and subsidiary companies including stakeholders,
Department will assigned to double check efficiency and
they must be presented for consideration and approval
effectiveness of internal control system outcomes of all working
correctly and clearly, if there is any implicit transaction and
processes and reporting to executive and Audit Committee in
related party, Inspection Department, Audit Committee,
every quarterly to render Board of Directors and Management
Management Department and Auditor will consider carefully
Department in confidence in efficiency and effectiveness of
and implementing in accordance with the requirement of Stock
internal control system of the Company as well as precision
Exchange of Thailand (SET) as well as specifying in notes to
and reliability of IT information both in financial information and
financial statement and reporting to Office of Securities and
information technology used in implementation. Inspection
Exchange Commission for acknowledgement. Moreover, in voting
Department will monitor and improve in accordance with issues
in the resolution of transactions and related party, the interested
which are found and suggestions of Audit Committee and
directors must abstain in voting in the foregoing resolution.
present to Audit Committee for consideration continuously. Moreover, there is monitoring process of working performance
Information Technology System and data Communications
through internal monitoring system of quality system and environment as defined by ISO 9001:2015
The Company will apply and develop information
The Company has monitored performances of subsidiary
technology system and internal data base system continuously
companies continuously by presenting progress report and
by determination as policy of using information technology and
performances of each subsidiary company to Board of
communications in Good Governance Policy of the Company
Directors and specific working unit is assigned in monitoring
as employees will understand internal medias under good control
working outcome according to the resolution suggested by
such as using internet, E-mail and communication medias such
Board of Directors including policy coordination for all companies
as telephone, facsimile etc. including communicating personnel
implementing in the same direction and being consistent to
of the Company to understand and compliance with information
policy defined by Board of Directors. Moreover, Secretary of
technology law such as Official Information Act, Electronic
the Company is assigned in supervision in laws and compliance
Transaction Act to prevent from violation of laws.
to supervise implementation of the Company being consistent
The Company has prepared Complaint Box and e-mail in
to laws and related regulations.
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Annual Report 2018
2.7 Risk Management The company believes risk management is a critical
which will help the company to grow sustainably.
element of the organization that makes an organization achieve business goals, helping an organization to have a
Risk management framework
readiness to adapt quickly for supporting changes and various risk factors that are more complex and intense.
The company has Risk Management which Risk Management framework consists of:
In addition, the company also gives significance to raising
awareness about risk management for everyone in the
The company has established explicit objectives
company continuously including commit to providing risk
and risk appetite in managing risks to ensure
management to become effective from the level of strategic
consistent risk management practice across the
planning, performing and investment decisions to run new
organization.
businesses to create additional value for the organization, shareholders, society, communities and various stakeholders
1. Strategy Establishment
2. The company Risk Management Structure and Responsibilities
The organization structure of risk management is illustrated below:
Board of Directors
Risk Management Committee
Audit Committee
Internal Audit
Risk Management Working Group
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WICE Logistics Public Company Limited
Board of Directors and Audit Committee
manager in each department by a manager of the business support serves as the Committee Chairman which has the
The Audit Committee acts on behalf of the Board of
following core responsibilities:
Directors to establish risk management policies and supervising the risk management process of the company
1. Determine risk management structure and assign accountabilities for risk management.
also evaluates the risk management to ensure efficiency, effectiveness and compliance with established guidelines.
2. Consider and approve risk management policies,
strategies, framework, and plans.
3. Review and monitor risk management.
Internal Audit is responsible for conducting an audit of operating unit
Risk Management Process
and other supporting functions to provide assurance on the
The company risk management framework is applied in
efficiency and effectiveness of risk management also reports
four areas, namely strategic risk, financial risk, operational
the audit outcomes to the Audit Committee. Additionally,
risk, compliance risk management and organization
the Unit provides consultation and communicate comments
binding requirements by dividing the 4 main steps are
from the Audit Committee to the working team and operator
1) Risk / Opportunity Identification, 2) Risk Assessment,
for further improvement.
3) Risk Response and Key Risk Indicators and Key Performance Indicators which are the leading and lagging
Risk Management Committee and Risk Management Team
indicators in order to anticipate risk events and to manage risks to be in line with the targets), 4) Risk Reporting
It consists of managing director, business support department, Director of Accounting and Finance and
to Risk Management Committee, Audit Committee and Board of Directors respectively.
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Annual Report 2018
2.8 Transactions between related Companies Board of Directors emphasizes on consideration and
Moreover, the Company has defined practices in
approval of transactions and related companies or related
consideration and approval the process of transactions
party or transactions which may have conflict of interest,
and related companies, or related party or transactions
therefore, transactions policy is defined as follow:
which may have conflict of interest to constitute maximum interest to the Company under criteria as defined by laws
Transactions between the Company and Subsidiary Companies
as directors and executive will notify interest to the Company
As WICE Logistics Public Company Limited is consisted
transaction requires approval according to criteria and legal
of many subsidiary companies and those companies has to
steps, Management Department will present the matter to
conduct inter-transactions, service usage, financial assistance,
Board of Directors or shareholders’ meeting as well as
technical or personnel support etc. Therefore, business
disclosing the information to investor openly and transparently
operations or implementations which are inter-transactions
as directors or executives who are stakeholders, will not
of those companies must be complied with laws, regulations
participate in consideration and approval of such transaction
and implementing authority of the Company including the
in any case.
and the Company will consider any transaction, if the
defined criteria and conditions.
Policy or Trends of Transactions and Related Party
Transaction of the Third Party In conducting transactions or the third party must be
Transactions and related party of the company in the
complied with criteria and process as defined by laws,
future will be normal transactions by negotiation policy in
regulation of the Company and policy of the Company as well
accordance with using pricing mechanism of logistics
as it will be approved according to implementing authority of
market and there is not any interest transfer between the
the Company strictly. Moreover, it must be complied with
Company and related businesses or parties.
conditions which are agreed honestly, being transparent and being inspected by avoiding transactions which may cause
Transactions and Related Party
troubler or damage to either the Company or the third party.
The Company has policy in compliance with criteria as
The Company has defined Stakeholder Engagement
defined by the Announcement of Capital Market Supervisory
Policy and practice of groups of stakeholder as the Company
Board on Criteria of Preparation Transactions and Related
is defined to comply with honest trade competition,
Party and the Announcement of Securities and Exchange
consideration of reasonable and fair sell price and reasonability
Commission Thailand on Disclosure of Information and
of price, quality and service to be obtained as well as the
Operations of List Company in Transactions and related
appropriate justification when there is any inspection.
party as well as laws, regulations, announcements or related orders strictly.
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WICE Logistics Public Company Limited
Details of Transactions and Related Parties and Related Companies
Person/Juristic Relations Type of Value of Outstanding Person who may transactions transactions amount (Baht) (Baht) ended at ended at 31 Dec. 18 31 Dec. 18 1,526,979
None
Explanation of executive in be conflicted necessity and reasonability
1. Dr. Araya
Being
Land rental
The company has leased the land
Kongsunthorn
director and
cost (Head
from We lend Group (by director and
2. Mr. Chudet
shareholder
Office)
shareholder concurrently which is
Kongsunthorn
of the
Mrs. Araya Kongsunthorn and Mr.
company
Chudet Kongsunthorn) to construct building and used as the location of Head Office as specified in Title Deed No. 53901 with the area 1 Ngan 70 2/10 square meters which is located at Chong nonsi Sub-district, Yannawa District, Bangkok. Lease Contract has been entered into for the period of 20 years from 1 July, 2014 – 30 June, 2034 by pay monthly rental as follow: Year 1-2, 92,674. - Baht Year 3-5, 101,941. – Baht Year 6-8, 112,135. - Baht Year 9-11, 123,349. - Baht Year 12-14, 135,684. - Baht Year 15-17, 149,252. - Baht Year 18-20, 164,177. - Baht Total rental cos is 30,539,586. - Baht The foregoing rental is evaluated by Independent Valuer for public purpose and being the company is in name list approved by SEC which is Agency for Real Estate Affairs Co., Ltd. Rental
accounting
record
for
acknowledge of rental equally every month by Straight-line Method as the company has accounting record in accordance with Accounting Standard No. 17.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Person/Juristic Relations Type of Person who may transactions
Value of Outstanding transactions amount (Baht) (Baht) ended at ended at 31 Dec. 18 31 Dec. 18
Explanation of executive in be conflicted necessity and reasonability
1. Dr. Araya
Being
Land and
Kongsunthorn
director and
building rental
two 3-storey commercial buildings
2. Mr. Chudet
shareholder
cost (at Laem
used as location of Laem Chabang
Kongsunthorn
of the
Chabang- part
Service Unit as specified in Titled
company
of office)
No. 164087, the area is 42 square
210,000
None
The company has leased land and
Wah located at Surasak Sub-district, Sriracha District, Chonburi Province from 1 August, 2017 – 1 August, 2020, the rental is 35,000. – Baht per month, the foregoing rental rate is evaluated by Independent Valuer for public purpose and the company is in name list approved by SEC which Agency for Real Estate Affairs Co., Ltd. (lease is expired in July, 2018) 1. Dr. Araya
Being
Land rental
Kongsunthorn
director and
cost
2. Mr. Chudet
shareholder
specified in Title Deed No. 53902
Kongsunthorn
of the
Volume 540 Page 2 Parcel No. 977
company
Sub-district No. 9146 located at
210,000
None
The company has leased the land as parking lot for employees as
Chong nonsi Sub-district, Yannawa District from 1 July, 2018 - 30 June, 2019, the rental is 35,000. - Baht per month. The rental rate refers the estimate price of land lease where the company’s office building is erected as the is connected land Being
Purchase
8,050,000
None
director and
land and
and two 3-storey commercial buildings
shareholder
building (Laem
used as location of Laem Chabang
of the
Chabang-part
service unit as specified in Titled No.
company
of office)
164087, the area is 42 square Wah
The company has purchased land
located at Surasak Sub-district, Sriracha District, Chonburi Province on 31 July, 2018 in the cost of 8,050,000. – Baht, the purchased price is estimated by Independent Valuer and the company is in name list approved by SEC which Agency for Real Estate Affairs Co., Ltd.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Person/Juristic Relations Type of Person who may transactions
Value of Outstanding transactions amount (Baht) (Baht) ended at ended at 31 Dec. 18 31 Dec. 18
Explanation of executive in be conflicted necessity and reasonability
WICE Logistics
Being a
Income from
(Singapore)
subsidiary
service/Account
is an Oversea Agent of the company
Pte. Ltd.
company
receivable
being responsible for coordinating to
7,332,964
926,553
WICE Logistics (Singapore) Pte. Ltd.,
(WICE holds
provide service in foreign country in
shares 70%)
its responsible area and collecting service charges according to marketing rate. The company is an Oversea Agent of WICE Logistics (Singapore) Pte. Ltd. being responsible for coordination in providing service in Thailand which transaction of service charges and related companies will be conducted which is deemed as income obtained from service of the company likewise and Agency Agreement will be entered into with WICE Logistics (Singapore) Pte. Ltd., Cost of service/
17,990,931
2,816,396
95,330
95,330
Certification cost of Agent
282,096
70,250
Director Fee Income collected by
account payable Certification cost/Other creditors Director Fee Income
the company as service charge on monthly basis in the rate of 1,000 SGD starting from September 2016 onwards.
Dividend
44,387,314
-
Being
dividend
received
from
subsidiary company as subsidiary
received
company made Declaration of Dividend Payment on 17 March, 2018 totally 2,660,431 SGD which is Dividend Received of the company 70% equally to 1,866,502 SGD which is defined to pay dividend in Mar. / Jul. and Nov. 2018.
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Annual Report 2018
Person/Juristic Relations Type of Person who may transactions
Value of Outstanding transactions amount (Baht) (Baht) ended at ended at 31 Dec. 18 31 Dec. 18
Explanation of executive in be conflicted necessity and reasonability
Sun Express
Being a
Material-
(Thailand) Co. Ltd.,
subsidiary
equipment
123,437. – Baht and fuel cost of
company
cost-fuel cost /
6-wheel truck totally 56,858. – Baht.
(WICE holds
Other debtors
180,295
None
Being consumable cost totally
shares 99.99%)
Account
10,000
10,000
Being income obtained from service
preparation
in account management and
service/Other
preparation for efficient working by
debtors
collecting account management and preparation service in the rate of 10,000 per year by using Allocation Cost
Loan
60,000,000
Interest payable
1,521,666
None
WICE Logistics (Plc.) has made loan from Sun Express (Thailand) Co., Ltd. used as investment fund in Euroasia Total Logistics Co., Ltd. Loan period is commenced from 21 August, 2018 to 21 August, 2019, for the period of 1 year and the interest rate is 7.12% by referring MRR of Kasikornbank at 31 December, 2018 and such loan has been already repaid.
Dividend
23,426,659
None
It is dividend received from subsidiary companies as subsidiaries make
received
Declaration of Dividend Payment on 23 March, 2018 and dividend is paid on 30 March, 2018.
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WICE Logistics Public Company Limited
Person/Juristic Relations Type of Person who may transactions WICE Logistics (Hong Kong)
Euroasia Total Logistics Co., Ltd.
Being a subsidiary company WICE holds 80% from 4 January, 2018. Relation is a subsidiary company
Being a subsidiary company (WICE holds shares 40%) from 14 September, 2018 onwards. Relation is a subsidiary company
Income from service / Account receivable
Value of Outstanding transactions amount (Baht) (Baht) ended at ended at 31 Dec. 18 31 Dec. 18 768,618
66,857
Explanation of executive in be conflicted necessity and reasonability
WICE Logistics (Hong Kong) is an Oversea Agent of the company being responsible for coordination in providing service in foreign country under its responsibility and service charges will be collected according to market price and the company is an Oversea Agent of WICE Logistics (Hong Kong) being responsible for coordination in providing service in Thailand which transactions of service charges and related company will be conducted which is deemed as income obtained from service of the company likewise and Agency Agreement will be entered into with WICE Logistics (Hong Kong).
1,417,602
Cost of service/ Account payable
12,582,659
Income from service/Account receivable
-
-
Euroasia Total Logistics Co., Ltd. is an Oversea Agent of the company being responsible for coordination in providing service and service charges will be collected according to market price and Agency Agreement will be entered into with Euroasia Total Logistics Co., Ltd.
Cost of service/ Ac count payable
120,487
119,044
Income from account management service charge/ Other debtors
180,000
180,000
Being income obtained from service charges in accounting and financial management system for efficiency of working system by collecting service charges in the rate of 60,000. – Baht per month from 1 October, 2018 – 1 October, 2019 by using Allocation Cost.
Other income
106,400
106,400
Being travelling cost totally 19,400. – Baht and Container Guarantee Fee totally 87,000. - Baht
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Annual Report 2018
3
Financial status and operating results
3.1 Report of the Board of Directors’ Responsibilities for Financial Report The Board of Directors is responsible for the financial
accounting records are accurate, complete, timely and
statements of Wise Logistics Public Company Limited and its
sufficient to maintain the assets, as well as to prevent any fraud
subsidiaries which is created in accordance with financial
or significant irregular operations. by the Board of Directors has
reporting standards under the Accounting Act, B.E. 2000 and
appointed the Audit Committee which consists of independent
the regulations of the Securities and Exchange Commission on
directors to supervise the financial statements, evaluate the
the preparation and presentation of financial report under the
internal control system and internal audit to be efficient and
Securities and Exchange Act, B.E. 1992 by considering the
effective. by the opinion of the Audit Committee appears in the
selection of appropriate accounting policies and consistently
Audit Committee report which has already been presented in
including adequate disclosure in the notes to the financial
this annual report.
statements. The auditor has reviewed and audited the financial
The Board of Directors has a comment that the internal
statements and expressed opinions in the auditor’s report
control systems and internal audit of the company can build
unconditionally.
confidence that the financial statements of WICE Logistics
The Board of Directors is responsible for supervising and
Public Company Limited and its subsidiaries will show financial,
developing corporate governance, code of conduct, anti-
operation results and cash flow correctly and appropriate in
corruption including providing and maintaining which the risk
significance based on financial reporting standards.
management system and internal control to ensure that the
Mr. Ekphol Phongstabhon Chairman of the board of Directors
Dr. Araya Kongsoonthon Chief Executive Officer
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WICE Logistics Public Company Limited
3.2 Audit Committee Report The Audit Committee performs its duties independently
that the preparation of the financial statements including
according to the scope as stated in the Audit Committee Charter
disclosing the notes in the financial statements according to the
which is reviewed in compliance with the current situation and
legal requirements and financial reporting standards. Therefore,
approved by the Board of Directors every year. In 2018, the
approved such financial statements that the auditor had
Audit Committee emphasized the role of being the Strategic and
reviewed and verified which it’s an unconditional opinion report.
Monitoring Audit Committee to review the corporate governance,
In addition, the Audit Committee held a meeting with the auditor
strategic planning, performing, and monitoring to achieve the
without the management for freely discuss in receiving
goals specified and conduct business sustainably. In order to do
information, verifying important information in the preparation of
so, the management and employees shall have morality, ethics,
financial statements and disclosing information in accordance
understand their role, authority and responsibility and work
with financial reporting standards and being useful to users of
under the integration of both supervision, risk management,
financial statements, Key Audit Matters including suspicious
supervision of operations and internal control.
circumstances under Section 89/25 of the Securities and
In 2018, the Audit Committee held 5 meetings, with the
Exchange Act, B.E. 1992, amended by the Securities and
Audit Committee attending the meeting to constitute a quorum
Exchange Act, (No. 4) B.E. 2008 for 2018, the auditor did not
every time. The Board of Directors evaluated the operation
have any significant observations and did not find any suspicious
results of the Audit Committee as a whole and self-assessment
circumstances. In addition, in order to ensure that no found such
at every ending year, which the results are in the satisfactory
suspicious circumstances, the Audit Committee shall review also
level, close to the previous year. Assessment topics include
and the consolidated financial statements of the company must
readiness of the Audit Committee, meeting of the Audit
be reliable, transparent, conform to standards, the auditor is
Committee, a summary of overall comments, a performance of
independent and can be verified.
the Secretary of the Audit Committee and the performance of the audit office.
2. Review on the related transactions, acquisition and disposition transactions or the transactions possibly having
The main point could be summarized as follows:
the conflict of interest The Audit Committee has reviewed on the related transactions
1. Review of financial statements The Audit Committee reviewed the important information of
and the transactions possibly having the conflict of interest, report
the quarterly and annual financial statements of 2018 of Wise
of related directors and disclosure of information to the Securities
Logistics Public Company Limited, the consolidated financial
and Exchange Commission accurately within the time limit.
statements of the company and subsidiaries which have been prepared based on Thai Financial Reporting Standards which
3. Review the good corporate governance
conforms to international financial reporting standards by
WICE Logistics Public Co., Ltd. is committed to conducting
reviewing important issues, special matters and receiving
business in accordance with the principles of the Stock Exchange
clarifications from the auditor, the management until satisfied
of Thailand and the Securities and Exchange Commission (SEC)
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Innovative Logistics Service and Solution Provider
Annual Report 2018
and the Thai Institute of Directors. The Audit Committee
6. Internal Audit
reviewed the efficiency and effectiveness of good corporate
The Audit Committee has reviewed the Charter of the Audit
governance, it was found that the directors, the management
Committee on an annual basis to consistent with the risk and
and the company has implemented anti-corruption policies that
current situation of the company. In 2018, considered and
were defined and be used seriously and expand to business
approved action plan, annual budget as well as supporting and
partners and co-practice concurrently with corporate governance
encouraging the Audit department to work independently and
that considering social and environmental as concrete, apart
operation more efficient, therefore determined the audit department
from the legal requirements.
having a chain of command direct to the Audit Committee and Risk Management Committee, comply with laws, regulations
4. Review the risk management assessment system
and internal controls of the company and its subsidiaries in
The Audit Committee reviewed the efficiency and
foreign countries.
effectiveness of the risk management process by having the Risk Management Committee is responsible for considering structure, policy, risk management framework, risk management plan also
7. Considering to nominate and appoint an auditor for 2018
reviewing risk and monitoring risk management of the company
In 2018, the Audit Committee considered the proposal to
as monthly and quarterly. By having a risk management working
provide audit service to the company and subsidiaries both
group is responsible for preparing risk reports and jointly
domestically and internationally from the auditing office of EY
consider significant risks and likelihood that will occur in the
Co., Ltd. being an audit office of the Company and its subsidiaries
future. The working group has prepared support measures by
for 2018. The Audit Committee proposes to the Board of
defining a period plan, annual plan and considering risks for
Directors to consider and propose to the shareholders’ meeting
various investment projects.
for approval. 1 Mr. Sophon Permsiriwanlop
5. Review the internal control system The Audit Committee reviewed the results of the internal control system assessment, both the operating system and the
2 Ms. Rungnapa Lertsuwankul
information technology system. Including the assessment according to the assessment form of the adequacy of the internal
3 Ms. Rodsaporn Dej-Akom
control system of the Securities and Exchange Commission (SEC) found that it is sufficient and suitable for the business of
4 Ms. Sumana Panpongsanon
the company and conform to the auditor’s opinion who reporting that there are no significant defects which affects the financial
5 Ms. Aorrawan Tachawattanasirikul
statements of the company.
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Innovative Logistics Service and Solution Provider
Certified Audit with License No 3182 or Certified Audit with License No 3516 or Certified Audit with License No 5659 or Certified Audit with License No 5872 or Certified Audit with License No 4807
WICE Logistics Public Company Limited
EY Office Limited is the company’s auditor of 2018 and
financial statements, a total amount of 1.9 million baht, including
approves the audit fee, annual financial statements of 2018
acknowledgment of audit fees for financial statements of
and review quarterly financial statements and consolidated
subsidiaries of 2018.
On behalf of the Audit Committee
Assoc. Prof. Dr.Ruth Banomyong Chairman of the Audit Committee
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Annual Report 2018
3.3 Analysis of operating results and financial position for 2018 Milestone during the year
Period Milestone Quarter 1
Investments in subsidiaries
The company has purchased 80,000 ordinary shares of Universal Worldwide Transportation
Limited with a par value of 10 HKD per share, representing 80 percent of the total number of
ordinary shares.
Dividend Receivable
From Sun Express (Thailand) Company Limited at the rate of 433.83 Baht per share, totaling
23.43 million Baht.
From Sun Express Logistics Pte Ltd. at a rate of 5.47 SGD per share, totaling 1.88 million SGD
or equivalent to 44.39 million Baht which the company received some dividend in the amount
of 14.79 million Baht
Quarter 2
Dividend Payable
The company paid dividends from the annual operating results of 2017 to shareholders at 0.12
Quarter 3
Baht per share, totaling 78.23 million Baht
Investments in subsidiaries
The company has invested in ordinary shares of Euro Asia Total Logistics Co., Ltd., totaling
2,800,000 shares with a par value of 10 Baht per share, representing 40% of the total number
of ordinary shares.
Dividend Receivable
The company received dividend from Sun Express Logistics Pte.Ltd. in the amount of 0.63
Quarter 4
million SGD or representing the amount of 14.79 million Baht.
Dividend Payable
The company received dividends from Sun Express Logistics Pte.Ltd. in the amount of 0.62 million SGD. or representing the amount of 14.81 million Baht.
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WICE Logistics Public Company Limited
Analysis of operating results and financial position for 2018 can be summarized as follows:
2018, the company purchased the ordinary shares of WICE Logistics (Hong Kong) Limited in the proportion of 80% of the total ordinary shares and on 14 September 2018, the company
Revenue from the company’s services for the year ended 31
purchased the ordinary shares of Euro Asia Total Logistics
December 2018 and 31 December 2017, equal to 1,832.11
Company Limited in the proportion of 40% of the total ordinary
million Baht and 1,396.37 million Baht, respectively. Increased
shares. Therefore the company shall recognize revenue that
by 435.74 million Baht or 31.21 percent, due to the increase in
enters into the financial statement which resulting in increased
service revenue from the company’s strategy and on 4 January
service revenue that can classify income as follows:
From the consolidated financial statements, business operations can be classified as follows:
Â
2018 2017
Unit: ML
Revenue from service
For the three
For the three
Increase
months ended
months ended
(Decrease)
31 December 2018
31 December 2017
Percent
Sea freight
610.64
635.03
-24.39
-3.84
Air freight
854.74
465.59
389.15
83.58
366.73
295.75
Logistics
Total revenue from services
1,832.11
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1,396.37
Innovative Logistics Service and Solution Provider
70.98 24.00
435.74
31.21
Annual Report 2018
1. Revenue from sea freight for the year ended 31 December
million baht or 24 percent, respectively, compared to last
2018 and 31 December 2017 is 610.64 million baht and
year, partly as a result of the revenue recognition of WICE
635.03 million baht respectively, decreasing by 24.39
Logistics (Hong Kong) Limited and Euro Asia Total Logistics
million baht or 3.84 percent, respectively. Major customers
Company Limited for this year and resulting from increased
change the use of sea freight services like air and land
revenue from warehouse services such as customers in
transportation to make the product reach its destination
the automotive parts segment which these customers
faster thus resulting in a decrease in revenue from sea
will use a full range of services, including customs clearance
services and land transportation services together with
2. Revenue from air cargo for the year ended 31 December
the large customers changing the use of services from
2018 and 31 December 2017 was 854.74 million baht
the sea freight services to become a land transportation,
and 465.59 million baht, increasing by 389.15 million
therefore, resulting in increased revenue from logistics
baht or 83.58 percent, respectively, compared to the
services.
previous year as a result of the revenue recognition of
WICE Logistics (Hong Kong) Limited for this year and the
Compare the proportion of revenue from services after the
company got the project work from customers in new target
company starts to recognize revenue from WICE Logistics (Hong
groups which are customers in the group electrical machine.
Kong) Limited. The proportion of revenue has changed with the
3. Revenue from logistics services for the year ended 31
proportion of revenue from air freight added significantly which
freight.
December 2018 and 31 December 2017 is 366.73
million baht and 295.75 million baht, increasing by 70.98
can summarize changes in proportion as follows:
2018 Logistics, 366.73, 20%
2017 Sea Freight, 610.64, 33%
Air Freight, 854.74, 47%
Logistics 21%
Air Freight 33%
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Innovative Logistics Service and Solution Provider
Sea Freight 46%
WICE Logistics Public Company Limited
Other Income
20.00 18.00 16.00 14.00 12.00 10.00 8.00 6.00 4.00 2.00 0.00
Unit : Million Baht
18.00
5.96
2017
2018 Other income of the company for the year ended 31 Decem-
202.01 percent. This year, recognized gains from the sale of
ber 2018 is 18.00 million baht, compared with 5.96 million baht
temporary investments more than the previous year which sold
in the same period last year, an increase of 12.04 million baht or
less investment than this year.
Service of cost Unit : Million Baht
800.00 700.00 600.00 500.00
2018 2017
681.21 477.06
463.72
400.00
330.47
300.00
296.44
260.09
200.00 100.00 0.00 1. Sea Freight
2. Air Freight
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Innovative Logistics Service and Solution Provider
3. LOGISTICS
Annual Report 2018
The total cost of services for the year ended 31 December
of 477.06 million baht and 463.72 million baht,
2018 and 31 December 2017 is 1,454.71 million baht and
respectively, increased by 13.34 million baht, an increase
1,054.28 million baht respectively, increasing by 400.42 million
of 2.88 percent.
baht, an increase of 37.98% due to recognition cost of services
2. Cost of air cargo management services for the year
according to the proportion of WICE Logistics (Hong Kong)
ended 31 December 2018 and 31 December 2017 the
Limited and from the cost of services that generate more
amount of 681.21 million baht and 330.47 million baht
revenue compared to the previous year therefore increasing
respectively, increased 350.74 million baht, an increase
the cost of services in proportion Which is in accordance with
of 106.13%.
the plan. 3. Cost of logistics management services for the year ended Service of cost can be classified according to the types of
31 December 2018 and 31 December 2017 at the
amount of 296.44 million baht and 260.09 million baht
1. Cost of sea freight services for the year ended 31
respectively, increased by 36.35 million baht, an increase
December 2018 and 31 December 2017 in the amount
of 13.98 percent.
income-generating activities as follows:
Gross Profit Unit : Million Baht
400.00
377.40
350.00
342.09
300.00 250.00 200.00
171.31
150.00
133.58
2018 2017
173.53 135.12
100.00
70.29
50.00
35.66
0.00 1. Sea Freight
2. Sea Freight
3. Logistics
รวมก�ำไรขั้นต้น
Unit: ML
Gross Profit
2561
2560
Increase
Percent
(Decrease)
Sea Freight
133.58
171.31
-37.73
-22.02
Air Freight
173.53
135.12
38.41
28.43
34.63
97.11
35.31
10.32
Logistics Total gross profit
70.29 377.40
35.66 342.09
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Unit: ML
Gross profit ratio
2561
2560
Increase (Decrease) %
1. Sea Freight
21.88%
26.98%
-5.10%
2. Air Freight
20.30%
29.02%
-8.72%
3. Logistics
19.17%
12.06%
7.11%
Total gross profit ratio
20.60%
24.50%
-3.90%
The gross profit of the company for the year ended 31
The gross profit margin decreased by 5.10% due to the higher
December 2018 and 31 December 2017 the amount of 377.40
freight rates that caused the rate decreasing profitability which
million baht and 342.09 million baht, respectively, increased by
in the next year, such conditions should adjust to normal
35.31 million baht, an increase of 10.32% due to a recognition of
conditions.
revenue and service costs according to the proportion of WICE Logistics (Hong Kong) Limited in this year Increased cost and
Gross profit of air cargo services for the year ended 31
due to the increase in the company’s operating results that
December 2018 and 31 December 2017 at the amount of
resulting in increased gross profit which can be classified by
173.53 million baht and 135.12 million baht, an increase of 38.41
activity type, income as follows:
million baht, an increase of 28.43 percent with a gross profit margin. For the year ended 31 December 2018 and 31
Gross profit of sea freight services for the year ended 31
December 2017 is equal to 20.30% and 29.02%. The gross
December 2018 and 31 December 2017 at the amount of
margin decreased by 8.72% due to the recognition of profit from
133.58 million baht and 171.31 million baht respectively,
WICE Logistics (Hong Kong) Limited by the majority of revenue
decreased by 37.73 million baht, a decrease of 22.02 percent.
will be the revenue from air cargo services in Hong Kong which
The gross profit margin for the year ended 31 December 2018
is quite competitive, the gross profit margin rate is around
and 31 December 2017 is 21.88% and 26.98%, respectively.
12-15%, thus making the gross margin of air cargo services this year decrease.
250.00
2018 2017
208.62
200.00
170.92
150.00 100.00 50.00
41.96
46.13 4.88
0.00 Selling Expense
Administrative Expense
26.23 23.25 0.18
Financ Expense
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Innovative Logistics Service and Solution Provider
Income Tax Expense
Annual Report 2018
Gross profit of logistics services for the year ended 31
Allocation) of WICE Logistics (Hong Kong) Limited with intangible
December 2018 and 31 December 2017 and the amount of
assets that have to be amortized in the amount of 1.87 million
70.29 million baht and 35.66 million baht, respectively, increased
baht, resulting in an increase in administrative expenses
by 34.63 million baht, an increase of 97.11 percent. The gross
this year.
profit margin for the year ended 31 December 2018 and 31
The financial expenses of the company for the year ended
December 2017, equal to 19.17% and 12.06%, respectively.
31 December 2018 and 31 December 2017, equal 4.88 million
Gross profit margin increased by 7.11% due to cost
baht and 0.18 million baht, respectively, increased by 4.69
management of operating units in excess cost management
million baht or 2,550.49 percent due to the interest repaid from
that is managed by using the speed of management, eliminating
the accrued investment resulting from the Purchase Price
the need to pay additional costs resulting in lower costs.
Allocation of WICE Logistics (Hong Kong) Limited and the
Unit: ML
Expenses
2561
2560 Increase %
(Decrease)
Selling expenses
Administrative expenses
Financial expenses
Corporate Income Tax
41.96
46.13
-4.18
-9.06
208.62
170.92
37.70
22.05
4.88
0.18
4.69
2,550.49
26.23
23.25
2.98
12.81
Selling expenses of the company for the year ended 31
company has interest paid from financial leases in the purchase
December 2018 and 31 December 2017 at the amount of 41.96
of the tractor trailers for investment in Euro Asia Total Logistics
million baht and 46.13 million baht, respectively, decreased by
Co., Ltd.
4.18 million baht, a decrease of 9.06 percent due to the lower gross profit of the company and commission has decreased, varying with lower profits.
Income tax expense for the year ended 31 December 2018 and 31 December 2017 at the amount of 26.23 million baht and 23.25 million baht, respectively, increased by 2.98 million baht,
Administrative expenses for the year ended 31 December
an increase of 12.81% due to increased profits.
2018 and 31 December 2017 at the amount of 208.62 million baht and 170.92 million baht, respectively, increased by 37.70
Net profit for the year ended 31 December 2018 and 31
million baht, an increase of 22.05 percent as a result of
December 2017 amounted to 96.19 million baht and 89.70
recognition. Administrative expenses of WICE Logistics (Hong
million baht, respectively, increased by 6.49 million baht, an
Kong) Limited for this year which increases in accordance
increase of 7.24 percent. Caused by the recognition of profits
with the proportion of income according to the specified plan.
from WICE Logistics (Hong Kong) Limited, which recognized this
In addition, the company has measured Purchase Price
year. In addition, the investment in Sun Express Logistics Pte. Ltd. has a gain of 17.67% from the previous year.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Net Profifit Unit : Million Baht
120.00 100.00
96.19
89.70
80.00 60.00 40.00 20.00 0.00
2018
2017
Financial Status Analysis of 2018
Statement of financial position
Consolidated
Consolidated
Change
financial financial
statements statements
31 Dec.2018
31 Dec.2017
Amount
Amount
Amount Percent
Assets
Current assets
Cash and cash equivalents
208.23
203.67
4.55
2.23
Temporary investment
101.01
97.73
3.28
3.36
Trade and others account receivable
442.46
300.00
142.46
47.49
Short-term loans
9.39
0.00
9.39
100.00
Other current assets
34.72
6.52
28.20
432.18
795.81
607.93
187.88
30.91
2.10
2.10
0.00
0.00
Total current assets Non-current assets
Bank deposits that are pledged as collateral
Property, plant and equipment - net
223.53
143.33
80.20
55.96
Goodwill
139.84
99.40
40.44
40.69
Intangible assets - net
256.17
248.66
7.51
3.02
Deferred income tax
0.00
0.00
0.00
0.00
Other non-current assets
2.35
2.40
-0.05
-2.29
Total non-current assets
623.99
495.89
128.10
25.83
1,419.80
1,103.82
315.98
28.63
Total assets
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Â
Assets
increased by 80.20 million Baht or 55.96 percent,
The company has total assets as of 31 December 2018 and
cause of the company purchased towing trailer to
31 December 2017, equal to 1,419.80 million baht and 1,103.82
be used in the land transportation which is more
million baht respectively, increasing by 315.98 million baht
expanding and in the past year, the company
or 28.63 percent, which has increased with the following
invested in shares of Euro Asia Total Logistics
observations:
Company Limited, which is the company has a main
service of land transport crossing the border,
1.1 Trade accounts receivable as of 31 December 2018
and 31 December 2017 is 442.46 million Baht and
therefore shall be purchased assets tractor trailers
300.00 million Baht respectively, increasing by
for use in business, thus the assets in this year
142.46 million Baht or 47.49% from the increase in
increasing.
revenue resulting in an increase in receivables.
However, such accounts receivable are debtors
2017 is 139.84 million Baht and 99.40 million Baht,
with normal repayment ability.
respectively, increased by 40.44 million Baht or
40.69 percent caused by the company having a fair
1.2 Property, plant and equipment as of 31 December
1.3 Goodwill as of 31 December 2018 and 31 December
2018 and 31 December 2017 equal 223.53 million
Purchase Price Allocation of WICE Logistics (Hong
Baht and 143.33 million Baht, respectively,
Kong) which has goodwill arising.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Financial Status Analysis of 2018
Statement of financial position
Consolidated
Consolidated
Change
financial financial
statements statements
31 Dec.2018
31 Dec.2017
Amount
Amount
Amount Percent
Liabilities
Current liabilities
Trade and others account payable
326.62
129.58
197.05
152.07
Long-term loans from financial institutions
0.02
0.00
0.02
100.00
due within one year
Finance lease liabilities due within one year
4.00
0.77
3.24
421.75
Accrued income tax
15.55
10.93
4.62
42.29
Other current liabilities
9.58
11.22
-1.64
-14.61
Total current liabilities
355.78
152.49
203.29
133.31
0.23
0.00
0.23
100.00
7.21
0.01
7.20
52,555.68
40.56
0.00
40.56
100.00
2.51
0.00
2.51
100.00
Non-current liabilities
Long-term loans from financial institutions –
net of portion due within one year
Finance lease liabilities – net of portion
due within one year
Liabilities awaiting payment from
purchasing investments in subsidiary
Accrued interest from purchasing
investment in subsidiary
Reserve long-term employee benefits
18.15
16.83
1.32
7.84
Deferred income tax
36.58
33.43
3.15
9.41
Other non-current liabilities
1.59
1.29
0.30
23.63
Total non-current liabilities
106.83
51.56
55.27
107.18
Total Liabilities
462.61
204.06
258.55
126.71
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Innovative Logistics Service and Solution Provider
Annual Report 2018
The company has total liabilities as of 31 December 2018
revenue and cost increase also follow in proportion when cost
and 31 December 2017 equal 462.61 million Baht and 204.06
increases, therefore increasing trade account payable in the
million Baht respectively, increasing by 258.55 million Baht
financial statement.
or 126.71 percent arise from the company have more
The company has shareholders’ equity as of 31 December 2018 and 31 December 2017 equal 957.19 million Baht and
899.77 million Baht, increasing by 57.43 million Baht or 6.38 percent due to operating profits.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Cash Flow Statement 2018 Unit : MB 200 167.56 150 100 50 0 -50
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Cash Flows from Operating Activities -64.77
-100
-95.8
-150
The appropriateness of the capital structure
The liabilities to equity ratio as of 31 December 2018 and
of 139.96 million Baht and increased in trade and others account
31 December 2017 is 0.48 time and 0.23 time. The liabilities to
payable in the amount of 104.94 million Baht and increased in
equity ratio increased by increasing liabilities as current liabilities,
trade account payable in the amount of 57.90 million Baht.
which are increased trade accounts payable in the financial
Net cash flow from investing activities for 2018 is negative
statements. At present, the liabilities to equity ratio is still at a
95.80 million Baht due to the company pay cash to purchase of
relatively low level due to the company has the policy to use most
fixed assets which the most purchase towing trailer, computer
of its business capital from shareholders causing low financial
equipment and computer software in the amount of 82.36 million
risk without financial costs and flexibility in business operations.
Baht. Net cash flow from financing activities for 2018 is negative
Liquidity
64.77 million Baht, due to the company pay dividend 97.89
Cash flow liquidity
million Baht and pay liabilities under the financial lease
Net cash flow from operating activities for 2018 is positive
agreement in the amount of 6.79 million Baht and cash
167.56 million Baht due to profit before income tax in the amount
receivable from the capital increase of 42.00 million Baht.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
3.4 Independent Auditor’s Report To the Shareholders of WICE Logistics Public Company
I have obtained is sufficient and appropriate to provide a basis for my opinion.
Limited
Opinion
Emphasis of Matter
I have audited the accompanying consolidated financial
I draw attention to Note 11 to the consolidated financial
statements of WICE Logistics Public Company Limited and its
statements, which describes the acquisition business of the
subsidiaries (the Group), which comprise the consolidated
Company. In January 2018, the Company purchased ordinary
statement of financial position as at 31 December 2018, and the
share of Universal Worldwide Transportation Limited, a company
related consolidated statements of income, comprehensive
incorporated in Hong Kong Special Administrative Region of the
income, changes in shareholders’ equity and cash flows for the
People’s Republic of China. The Company purchased 80,000
year then ended, and notes to the consolidated financial
ordinary shares at par value of HKD 10 each (80% of Universal
statements, including a summary of significant accounting
Worldwide Transportation Limited’s ordinary shares). As at the
policies, and have also audited the separate financial statements
date of acquisition, the Company recognised and measured the
of WICE Logistics Public Company Limited for the same period.
assets acquired and liabilities assumed at their fair value by
In my opinion, the financial statements referred to above
applying the purchase price allocation method, and recognised
present fairly, in all material respects, the financial position of
goodwill and liabilities from acquisition investment in subsidiary
WICE Logistics Public Company Limited and its subsidiaries
by applying the acquisition method into the consolidated
and of WICE Logistics Public Company Limited as at 31
statements of financial position. My opinion is not modified in
December 2018, their financial performance and cash flows for
respect of this matter.
the year then ended in accordance with Thai Financial Reporting
Key Audit Matters
Standards.
Key audit matters are those matters that, in my professional
Basis for Opinion
judgement, were of most significance in my audit of the financial
I conducted my audit in accordance with Thai Standards on
statements of the current period. These matters were addressed
Auditing. My responsibilities under those standards are further
in the context of my audit of the financial statements as a whole,
described in the Auditor’s Responsibilities for the Audit of the
and in forming my opinion thereon, and I do not provide a
Financial Statements section of my report. I am independent
separate opinion on these matters.
of the Group in accordance with the Code of Ethics for
I have fulfilled the responsibilities described in the Auditor’s
Professional Accountants as issued by the Federation of
Responsibilities for the Audit of the Financial Statements section
Accounting Professions as relevant to my audit of the financial
of my report, including in relation to these matters. Accordingly,
statements, and I have fulfilled my other ethical responsibilities in
my audit included the performance of procedures designed to
accordance with the Code. I believe that the audit evidence
respond to my assessment of the risks of material misstatement
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Business combination and goodwill
of the financial statements. The results of my audit procedures, including the procedures performed to address the matters below,
Business combination
provide the basis for my audit opinion on the accompanying financial statements as a whole.
I have focused on this business acquisition since it is material to the financial statements as a whole, and management was
Key audit matters and how audit procedures respond for each matter are described below.
required to exercise substantial judgment when appraising the fair value of the assets acquired and liabilities assumed. Therefore, there is a risk with respect to the recognition and
Revenue recognition
measurement of the assets acquired and liabilities assumed,
Since the revenue from service is the most significant amount
including recognised goodwill.
in the income statement and is also the key indicator of business
I reviewed the terms and conditions of the agreement and
performance. In addition, the Group has services with a number
inquired with management as to the nature and objectives of
of customers and there are a variety of commercial term.
the acquisition in order to evaluate whether the acquisition
Moreover, the trends of import - export of automobile, parts and
business meets the definition of a business combination under
accessories, electrical appliances, and construction material
Thai Financial Reporting Standard 3 (Revised: 2015) Business
industries have directly resulted in more intense competition in
combinations. In addition, I checked the value of the acquisition
the import - export service providers. I have therefore focused on the
to supporting documents and related payments to assess
audit of the actually occurring and timing of revenue recognition.
whether it reflected the fair value of the consideration transferred.
I have examined the revenue recognition of the Group by
I also assessed the fair value of assets acquired and liabilities
Assessing and testing the Group’s its internal controls
assumed specified in the documentation of measurement under
with respect to the revenue cycle by making enquiry
the acquisition method by considering the methods and
of responsible executives, gaining an understanding
significant assumptions used in calculating the fair value of
of the controls and selecting representative samples
assets and liabilities, reviewing the components of the financial
model, comparing significant assumptions with the Company’s
to test the operation of the designed controls.
Applying a sampling method to select service income
historical information and industry and related economic
transactions during the year to assess whether revenue
information with the Company’s financial costs and industry and
recognition was consistent with the conditions, and in
testing of the calculation of the fair value and reviewing the
compliance with the Group’s policy.
disclosures related to the business combination in the note to
On a sampling basis, examining supporting documents
for actual sales transactions occurring near the end of
the accounting period.
Reviewing credit notes issued after the period-end. Performing analytical procedures on disaggregated
consolidated financial statements.
Goodwill I have focused my audit on the consideration of the impairment of goodwill which acquired in a business
data to detect possible irregularities in sales transactions
combination, as discussed in Note 4.7 to the consolidated
throughout the period, particularly for accounting
financial statements, because the assessment of impairment
of goodwill is a significant accounting estimate requiring
entries made through journal vouchers.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
management to exercise a high degree of judgment in identifying
My opinion on the financial statements does not cover the
the cash generating units, estimating the cash inflows that
other information and I do not express any form of assurance
are expected to be generated from that group of assets in the
conclusion thereon.
future, and setting an appropriate discount rate and long-term
In connection with my audit of the financial statements, my
growth rate. There are thus risks with respect to the amount of
responsibility is to read the other information and, in doing so,
goodwill and intangible assets.
consider whether the other information is materially inconsistent
I assessed the identification of cash generating units and the financial models selected by management by gaining an
with the financial statements or my knowledge obtained in the audit or otherwise appears to be materially misstated.
understanding of management’s decision-making process and
When I read the annual report of the Group, if I conclude that
assessing whether the decisions made were consistent with
there is a material misstatement therein, I am required to
how assets are utilised. In addition, I tested the significant
communicate the matter to those charged with governance for
assumptions applied by management in preparing estimates of
correction of the misstatement.
the cash flows expected to be realised from the assets, by
projections to actual operating results in order to evaluate the
Responsibilities of Management and Those Charged with Governance for the Financial Statements
exercise of management judgment in estimating the cash flow
Management is responsible for the preparation and fair
projections. I also evaluated the discount rate applied by
presentation of the financial statements in accordance with Thai
management through analysis of the moving average finance
Financial Reporting Standards, and for such internal control as
costs of the Company and of the industry and involving internal
management determines is necessary to enable the preparation
expert to assist in the assessment of this information, tested the
of financial statements that are free from material misstatement,
calculation of the realisable values of the assets using the
whether due to fraud or error.
comparing those assumptions with information from both internal and external sources and comparing past cash flow
selected financial model and considered the impact of changes
In preparing the financial statements, management is
in key assumptions on those realisable values, especially
responsible for assessing the Group’s ability to continue as
changes in the discount rate and long-term revenue growth
a going concern, disclosing, as applicable, matters related to
rates.
going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to
Other Information
cease operations, or has no realistic alternative but to do so.
Management is responsible for the other information. The other information comprise the information included in
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
annual report of the Group, but does not include the financial statements and my auditor’s report thereon. The annual report of the Group is expected to be made available to me after the date
Auditor’s Responsibilities for the Audit of the Financial Statements
of this auditor’s report.
My objectives are to obtain reasonable assurance about
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
whether the financial statements as a whole are free from
based on the audit evidence obtained, whether a
material misstatement, whether due to fraud or error, and to
material uncertainty exists related to events or
issue an auditor’s report that includes my opinion. Reasonable
conditions that may cast significant doubt on the
assurance is a high level of assurance,but is not a guarantee
Group’s ability to continue as a going concern.
that an audit conducted in accordance with Thai Standards on
If I conclude that a material uncertainty exists, I am
Auditing will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
related disclosures in the financial statements or,
considered material if, individually or in the aggregate, they could
if such disclosures are inadequate, to modify my
reasonably be expected to influence the economic decisions
opinion. My conclusions are based on the audit
of users taken on the basis of these financial statements.
evidence obtained up to the date of my auditor’s
required to draw attention in my auditor’s report to the
report. However, future events or conditions may As part of an audit in accordance with Thai Standards on Auditing, I exercise professional judgement and maintain
cause the Group to cease to continue as a going concern.
Evaluate
professional skepticism throughout the audit. I also:
the overall presentation, structure and
Identify and assess the risks of material misstatement
content of the financial statements, including the
of the financial statements, whether due to fraud
disclosures, and whether the financial statements
or error, design and perform audit procedures
represent the underlying transactions and events in a
responsive to those risks, and obtain audit evidence
manner that achieves fair presentation.
that is sufficient and appropriate to provide a
Obtain sufficient appropriate audit evidence regarding
basis for my opinion. The risk of not detecting a
the financial information of the entities or business
material misstatement resulting from fraud is
activities within the Group to express an opinion
higher than for one resulting from error, as fraud
on the consolidated financial statements. I am
may involve collusion, forgery, intentional omissions,
responsible for the direction, supervision and
performance of the group audit. I remain solely
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant
responsible for my audit opinion.
to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the
I communicate with those charged with governance
purpose of expressing an opinion on the effectiveness
regarding, among other matters, the planned scope and timing
of the Group’s internal control.
of the audit and significant audit findings, including any
Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
significant deficiencies in internal control that I identify during my audit. I also provide those charged with governance with a
Conclude on the appropriateness of management’s
statement that I have complied with relevant ethical requirements
use of the going concern basis of accounting and,
regarding independence, and to communicate with them all
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Innovative Logistics Service and Solution Provider
Annual Report 2018
relationships and other matters that may reasonably be
public disclosure about the matter or when, in extremely
thought to bear on my independence, and where applicable,
rare circumstances, I determine that a matter should not be
related safeguards.
communicated in my report because the adverse consequences
From the matters communicated with those charged with governance, I determine those matters that were of most
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
significance in the audit of the financial statements of the current period and are therefore the key audit matters. I describe these
I am responsible for the audit resulting in this independent auditor’s report.
matters in my auditor’s report unless law or regulation precludes
Orawan Techawatanasirikul Certified Public Accountant (Thailand) No. 4807 EY Office Limited Bangkok: 25 February 2019
- 143 -
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Statement
of financial position As at 31 December 2017
WICE Logistics Public Company Limited and its subsidiaries
- 144 -
Innovative Logistics Service and Solution Provider
Annual Report 2018
WICE Logistics Public Company Limited and its subsidiaries Statement of financial position As at 31 December 2018 (Unit: Baht)
Note
Consolidated
Separate
financial statements
financial statements
2018
2017
2018
2017
Assets Current assets Cash and cash equivalents
7
208,225,224
203,674,781
46,338,502
151,850,528
Current investments
8
101,009,558
97,730,576
91,124,405
50,225,092
6, 9
442,460,179
299,999,488
189,414,032
139,735,257
9,394,859
-
-
-
Other current assets
34,719,934
6,524,115
9,988,166
2,004,118
Total current assets
795,809,754
607,928,960
336,865,105
343,814,995
2,100,000
2,100,000
2,100,000
2,100,000
Trade and other receivables Short-term loans to related parties
6
Non-current assets Restricted bank deposits
10
Investments in subsidiaries
11
-
-
453,047,053
344,635,200
Property, plant and equipment
12
223,528,841
143,326,629
156,898,785
144,067,295
Goodwill
11
139,842,134
99,400,479
-
-
Intangible assets
13
256,173,695
248,663,662
9,721,766
8,178,472
Deferred tax assets
19
Other non-current assets Total non-current assets Total assets
-
-
5,263,650
4,898,626
2,347,536
2,402,438
578,643
2,036,630
623,992,206
495,893,208
627,609,897
505,916,223
1,419,801,960
1,103,822,168
964,475,002
849,731,218
The accompanying notes are an integral part of the financial statements.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Wice Logistics Public Company Limited and its subsidiaries Statement of financial position (Continued) As at 31 December 2018 (Unit: Baht)
Note
Consolidated
Separate
financial statements
financial statements
2018
2017
2018
2017
Liabilities and shareholders' equity Current liabilities Trade and other payables
6, 14
326,622,300
129,576,417
76,687,282
50,971,417
20,677
-
-
-
Current portion of long-term loans from bank Current portion of liabilities under finance lease agreements
15
Income tax payable Other current liabilities Total current liabilities
4,004,824
767,579
4,004,824
767,579
15,550,215
10,928,612
13,458
1,476
9,581,067
11,219,844
9,456,906
8,389,241
355,779,083
152,492,452
90,162,470
60,129,713
225,049
-
-
-
7,213,302
13,699
7,213,302
13,699
Non-current liabilities Long-term loans from bank - net of current portion Liabilities under finance lease agreements - net of current portion
15
Liabilitity from acquisition investment in subsidiary
11
43,071,029
-
43,071,029
-
Provision for long-term employee benefits
16
18,151,319
16,831,776
16,992,103
10,709,785
Deferred tax liabilities
19
36,578,110
33,431,915
-
-
1,588,995
1,285,311
1,588,995
1,285,311
Total non-current liabilities
Other non-current liabilities
106,827,804
51,562,701
68,865,429
12,008,795
Total liabilities
462,606,887
204,055,153
159,027,899
72,138,508
325,949,750
325,949,750
325,949,750
325,949,750
325,949,750
325,949,750
325,949,750
325,949,750
347,778,911
347,778,911
347,778,911
347,778,911
Shareholders' equity Share capital Registered 651,899,500 ordinary shares of Baht 0.50 each Issued and paid-up 651,899,500 ordinary shares of Baht 0.50 each Share premium Retained earnings Appropriated-statutory reserve
22,250,000
17,137,032
22,250,000
17,137,032
126,438,370
117,308,558
109,305,107
86,620,164
1,369,384
6,517,295
163,335
106,853
Equity attributable to owners of the Company
823,786,415
814,691,546
805,447,103
777,592,710
Non-controlling interests of the subsidiary
133,408,658
85,075,469
-
-
17
Unappropriated Other components of shareholders' equity
Total shareholders' equity Total liabilities and shareholders' equity
957,195,073
899,767,015
805,447,103
777,592,710
1,419,801,960
1,103,822,168
964,475,002
849,731,218
-
-
-
-
The accompanying notes are an integral part of the financial statements.
- 146 -
Innovative Logistics Service and Solution Provider
Annual Report 2018
Wice Logistics Public Company Limited and its subsidiaries Income statement For the year ended 31 December 2018 (Unit: Baht) Consolidated
Separate
financial statements
financial statements
Note
2018
2017
2018
2017
Service income
6
1,832,113,432
1,396,367,967
860,119,265
Dividend income
6, 11
Profit or loss: Revenues
Other income
6
Total revenues
632,208,571
-
-
67,813,973
76,476,524
18,002,787
5,962,380
6,540,810
24,630,158
1,850,116,219
1,402,330,347
934,474,048
733,315,253
1,454,706,995
1,054,285,999
694,647,930
520,401,144
41,956,009
46,133,506
33,042,892
23,115,112
Expenses Cost of services
6
Selling expenses Administrative expenses
6
Total expenses Profit before finance cost and income tax expenses Finance cost
208,616,620
170,920,406
81,086,830
77,057,127
1,705,279,624
1,271,339,911
808,777,652
620,573,383
144,836,595
130,990,436
125,696,396
112,741,870
(4,877,970) 139,958,625
Profit before income tax expenses Income tax expenses
(184,040) 130,806,396
(4,135,814) 121,560,582
(184,040) 112,557,830
(26,233,455)
(23,254,151)
(11,812,798)
(10,375,228)
113,725,170
107,552,245
109,747,784
102,182,602
Equity holders of the Company
96,192,653
89,700,438
109,747,784
102,182,602
Non-controlling interests of the subsidiary
17,532,517
17,851,807
113,725,170
107,552,245
0.15
0.14
0.17
0.16
651,899,500
651,899,500
651,899,500
651,899,500
19
Profit for the year Profit attributable to:
Earnings per share
20
Basic earnings per share Profit attributable to equity holders of the Company Weighted average number of ordinary shares (shares) The accompanying notes are an integral part of the financial statements.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Wice Logistics Public Company Limited and its subsidiaries Statement of comprehensive income (Continued) For the year ended 31 December 2018 (Unit: Baht)
Note
Consolidated
Separate
financial statements
financial statements
2018 113,725,170
Profit for the year
2017
2018
107,552,245
2017
109,747,784
102,182,602
-
-
70,709
133,197
(239,775)
(14,227)
(26,555)
(84,123)
56,482
106,642
Other comprehensive income: Other comprehensive income to be reclassified to profit or loss in subsequent periods Exchange differences on translation of financial statements in foreign currency
(4,415,802)
(1,043,643)
Gain (loss) on changes in value of available-for-sale investments Less: Income tax effect
8
(915,030)
19
182,921
1,199,295
Other comprehensive income not to be reclassified to profit or loss in subsequent periods - net of income tax
(5,147,911)
Other comprehensive income to be reclassified to profit or loss in subsequent periods: Actuarial loss
16
Less: Income tax effect
19
(4,654,006)
-
930,801
-
(4,654,006) 930,801
-
Other comprehensive income not to be reclassified to profit or loss in subsequent periods
(3,723,205)
-
(8,871,116)
Other comprehensive income for the year
104,854,054
Total comprehensive income for the year
(84,123)
(3,723,205)
-
(3,666,723)
106,642
107,468,122
106,081,061
102,289,244
106,081,061
102,289,244
Total comprehensive income attributable to: Equity holders of the Company
87,321,537
89,616,315
Non-controlling interests of the subsidiary
17,532,517
17,851,807
104,854,054
107,468,122
The accompanying notes are an integral part of the financial statements.
- 148 -
Innovative Logistics Service and Solution Provider
Annual Report 2018
Wice Logistics Public Company Limited and its subsidiaries Cash flows statement For the year ended 31 December 2018 (Unit: Baht) Consolidated
Separate
financial statements 2018
financial statements
2017
2018
2017
Cash flows from operating activities Profit before tax
139,958,625
130,806,396
121,560,582
112,557,830
31,715,071
27,949,156
17,996,131
15,636,895
Adjustments to reconcile profit before tax to net cash provided by (paid from) operating activities: Depreciation and amortisation Reversal on allowance for doubtful accounts
71,527
(715,784)
71,527
(715,784)
(Gain) loss on sales of equipment
(1,308,410)
307,474
(1,308,410)
101,231
Gain on sales of current investments
(2,570,892)
(129,869)
(1,097,551)
-
Long-term employee benefits expense
(2,963,634)
3,158,520
(90,922)
428,370
(90,922)
540,987
(608,354)
(214,579)
(509,236)
(67,813,973)
(76,476,524)
Unrealised (gain) loss on exchange Interest income
(1,830,960)
Dividend income
3,158,357
2,167,180
-
-
2,979,613
184,040
4,135,814
184,040
165,960,018
161,379,949
76,396,976
53,486,619
Trade and other receivables
(57,900,616)
(21,628,342)
(49,410,390)
13,650,083
Other current assets
(20,551,663)
(2,400,534)
(7,984,048)
561,536
1,457,987
(400,575)
Interest expenses Profit from operating activities before changes in operating assets and liabilities Operating assets (increase) decrease
Other non-current assets
54,902
(483,811)
Operating liabilities increase (decrease) Trade and other payables
104,943,485
Other current liabilities
(1,638,777)
Provision for long-term employee benefits
(1,372,200)
Other non-current liabilities Cash flows from operating activities Cash paid for corporate income tax Net cash flows from operating activities
10,418,067 (1,245,742) -
25,328,687
4,056,436
1,067,665
(2,415,609)
(1,372,200)
-
303,684
303,684
303,684
303,684
189,798,833
146,343,271
45,788,361
69,242,174
(22,239,364)
(29,947,617)
(11,249,266)
(9,900,883)
167,559,469
116,395,654
34,539,095
59,341,291
The accompanying notes are an integral part of the financial statements.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Wice Logistics Public Company Limited and its subsidiaries Cash flows statement (Continued) For the year ended 31 December 2018 (Unit: Baht) Consolidated
Separate
financial statements 2018
financial statements
2017
2018
2017
Cash flows from investing activities Decrease in current investments Decrease (increase) in restricted bank deposits Increase in short-term loans to related parties
237,879
31,034,190
-
8,711,379
(9,394,859)
Acquisition of building and equipment Acquisition of intangible assets
-
(38,099) -
38,592,638 (1,928,250) -
(82,355,063)
(9,125,364)
(12,973,456)
(10,950,702)
(2,272,460)
(1,942,078)
(2,172,460)
(4,354,546)
Proceed from sales of equipment and intangible assets
1,308,411
373,832
1,308,411
238,318
Interest income
1,811,303
566,958
194,922
532,167
Dividend income Proceed from sales of current investments Cash paid for acquisition of current investments
-
-
67,813,973
76,476,524
429,517,093
10,487,340
366,672,638
-
(431,378,092)
(48,000,000)
(406,365,592)
Cash paid for acquisition of investment in subsidiary
(3,275,068)
Net cash flows from (used in) investing activities
(95,800,856)
(7,893,743)
(48,000,000)
(67,855,329)
-
(53,414,992)
50,606,149
Cash flows from financing activities Cash receipt from long-term loan from bank
245,726
-
(6,788,152)
-
Repayments made on liabilities under finance lease agreements
(6,788,152)
Acquisition of non-controlling interest
42,000,010
-
-
-
Decrease in non-controlling interest
(1,939,120)
-
-
-
Interest expenses
(7,142,301)
-
(7,142,301)
(394,517)
(184,040)
(1,621,309)
(184,040)
Dividend paid
(97,890,130)
(69,982,770)
(78,226,668)
(52,147,960)
Net cash flows used in financing activities
(64,766,183)
(77,309,111)
(86,636,129)
(59,474,301)
(2,441,987)
(1,035,901)
4,550,443
30,156,899
(105,512,026)
50,473,139
Decrease in translation adjustments Net increase (decrease) in cash and cash equivalents
-
-
Cash and cash equivalents at beginning of year
203,674,781
173,517,882
151,850,528
101,377,389
Cash and cash equivalents at end of year (Note 7)
208,225,224
203,674,781
46,338,502
151,850,528
-
-
-
-
17,225,000
-
17,225,000
-
157,845
-
157,845
-
43,071,029
-
43,071,029
-
Supplemental cash flows information Non-cash items consist of Acquisitions of motor vehicles under finance lease agreements Accrued provision for long-term employee benefits Liability and accrued interest from acquisition investment in subsidiary The accompanying notes are an integral part of the financial statements.
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Innovative Logistics Service and Solution Provider
Innovative Logistics Service and Solution Provider
- 151 -
from acquisition of investment in subsidiary
23
The accompanying notes are an integral part of the financial statements.
Balance as at 31 December 2018
Dividend paid
to statutory reserve
Unappropriated retained earnings transferred
17
Total comprehensive income for the year
347,778,911
325,949,750
-
-
-
-
-
-
-
-
-
Other comprehensive income for the year
Increase in non-controlling interests of subsidiary
-
11
325,949,750
Balance as at 1 January 2018
Profit for the year
347,778,911
347,778,911
325,949,750
-
Balance as at 31 December 2017
-
23
-
-
-
347,778,911
Share premium
-
Dividend paid
transferred to statutory reserve
Unappropriated retained earnings
-
Other comprehensive income for the year
Total comprehensive income for the year
325,949,750
share capital
-
17
Note
paid-up
Issued and
Profit for the year
Balance as at 1 January 2017
For the year ended 31 December 2018
Statement of changes in shareholders' equity
WICE Logistics Public Company Limited and its subsidiaries
22,250,000
-
5,112,968
-
-
-
-
17,137,032
17,137,032
-
2,862,665
-
-
-
14,274,367
Appropriated
126,438,370
(78,226,668)
(5,112,968)
-
92,469,448
(3,723,205)
96,192,653
117,308,558
117,308,558
(52,147,960)
(2,862,665)
89,700,438
-
89,700,438
82,618,745
Unappropriated
Retained earnings
(8,123,888)
-
-
-
(4,415,802)
(4,415,802)
-
(3,708,086)
(3,708,086)
-
-
(1,043,643)
(1,043,643)
-
(2,664,443)
foreign currency
statements in
163,368
-
-
-
(732,109)
(732,109)
-
895,477
895,477
-
-
959,520
959,520
-
(64,043)
investments
5,597,942
-
-
-
-
-
-
5,597,942
5,597,942
-
-
-
-
-
5,597,942
common control
combination under
Surplus on business
3,731,962
-
-
-
-
-
-
3,731,962
3,731,962
-
-
-
-
-
3,731,962
in subsidiary
shareholding
in percentage
Surplus on change
Other components of equity
available-for-sale
in value of
translation of financial
Surplus on changes
differences on
Exchange
Other comprehensive income
Equity attributable to owners of the Company
Consolidated financial statements
Total other
1,369,384
-
-
-
(5,147,911)
(5,147,911)
-
6,517,295
6,517,295
-
-
(84,123)
(84,123)
-
6,601,418
equity
shareholders'
components of
823,786,415
(78,226,668)
-
-
87,321,537
(8,871,116)
96,192,653
814,691,546
814,691,546
133,408,658
(19,781,462)
-
50,582,134
17,532,517
-
17,532,517
85,075,469
85,075,469
(17,834,811)
-
17,851,807
-
17,851,807
85,058,473
the subsidiary
interests of
to non-controlling
Equity attributable
(52,147,960)
89,616,315
(84,123)
89,700,438
777,223,191
the Company
to owners of
attributable
Total equity
957,195,073
(98,008,130)
-
50,582,134
104,854,054
(8,871,116)
113,725,170
899,767,015
899,767,015
(69,982,771)
-
107,468,122
(84,123)
107,552,245
862,281,664
shareholders' equity
Total
(Unit: Baht)
Annual Report 2018
325,949,750
share capital
Innovative Logistics Service and Solution Provider
- 152 -
17 23
Total comprehensive income for the year
Unappropriated retained earnings transferred to statutory reserve
Dividend paid
23
Unappropriated retained earnings transferred to statutory reserve
Dividend paid
The accompanying notes are an integral part of the financial statements.
325,949,750
347,778,911
-
-
-
17
Total comprehensive income for the year
-
-
-
Other comprehensive income for the year
Balance as at 31 December 2018
-
-
Profit for the year
347,778,911
325,949,750
Balance as at 1 January 2018
347,778,911
325,949,750
-
-
-
-
-
347,778,911
Share premium
Balance as at 31 December 2017
-
-
Other comprehensive income for the year
-
Note
paid-up
Issued and
Profit for the year
Balance as at 1 January 2017
the year ended 31 December 2018
Statement of changes in shareholders' equity (Continued)For
WICE Logistics Public Company Limited and its subsidiaries
22,250,000
-
5,112,968
-
-
-
17,137,032
17,137,032
-
2,862,665
-
-
-
14,274,367
Appropriated
109,305,107
(78,226,668)
(5,112,968)
106,024,579
(3,723,205)
109,747,784
86,620,164
86,620,164
(52,147,960)
(2,862,665)
102,182,602
-
102,182,602
39,448,187
Unappropriated
Retained earnings
-
211
163,335
-
-
56,482
56,482
-
106,853
106,853
-
-
106,642
106,642
investments
available-for-sale
in value of
on changes
Surplus
-
211
163,335
-
-
56,482
56,482
-
106,853
106,853
-
-
106,642
106,642
equity
shareholders'
components of
Total other
Other components of equity Other comprehensive income
Separate financial statements
805,447,103
(78,226,668)
-
106,081,061
(3,666,723)
109,747,784
777,592,710
777,592,710
(52,147,960)
-
102,289,244
106,642
102,182,602
727,451,426
equity
shareholders'
Total
(Unit: Baht)
WICE Logistics Public Company Limited
Annual Report 2018
WICE Logistics Public Company Limited and its subsidiaries Notes to consolidated financial statements For the year ended 31 December 2018 1.
General information WICE Logistics Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. The Company is principally engaged in an international air and sea freight forwarding, customs broker, inland transportation, cross-border transport, multimodal transport operator, warehousing service and all freight related services for imports and exports. The registered office of the Company is at 88/8 Nonsee Road, Chong-nonsee, Yannawa, Bangkok.
2.
Basis of preparation
2.1
The financial statements have been prepared in accordance with Thai Financial Reporting Standards enunciated under the Accounting Professions Act B.E. 2547 and their presentation has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 11 October 2016, issued under the Accounting Act B.E. 2543. The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from the Thai language financial statements. The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies.
2.2
Basis of consolidation a)
The consolidated financial statements include the financial statements of WICE Logistics Public Company Limited (“the Company”) and the following subsidiary companies (“the subsidiaries”):
Company’s name
Sun Express (Thailand) Company Limited
Nature of business
Freight forwarder and all
Country of
Percentage of
incorporation
shareholding 2018
2017
%
%
Thailand
99.99
99.99
Thailand
40.00
-
freight related services for imports and exports
Euroasia Total Logistics Company Limited
Cross-Border Transport Services
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Innovative Logistics Service and Solution Provider
1
WICE Logistics Public Company Limited
Company’s name
WICE Logistics (Singapore) Pte. Ltd.
Nature of business
Freight forwarder and all
Country of
Percentage of
incorporation
shareholding 2018
2017
%
%
Singapore
70.00
70.00
Hong Kong
80.00
-
China
100.00
-
Malaysia
100.00
-
freight related services for imports and exports
WICE Logistics
Freight forwarder and all
(HongKong) Limited
freight related services
(Formerly known as
for imports and exports
“Universal Worldwide Transportation Limited”) Guangzhou WICE
Freight forwarder and all
Logistics Limited
freight related services
(Formerly known as
for imports and exports
“Guangzhou Universal Worldwide Transportation Limited” 100% held by WICE Logistics (HongKong) Limited) Euroasia Total Logistics (M) Sdn Bhd (40% held
Cross-Border Transport Services
by Euroasia Total Logistics Company Limited and 60% held by major shareholders’ Euroasia Total Logistics Company Limited)
b)
The Company is deemed to have control over an investee or subsidiaries if it has rights, or is exposed, to variable returns from its involvement with the investee, and it has the ability to direct the activities that affect the amount of its returns.
c)
Subsidiaries are fully consolidated, being the date on which the Company obtains control, and continue to be consolidated until the date when such control ceases.
d)
The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
e)
The assets and liabilities in the financial statements of overseas subsidiary companies is translated to Baht using the exchange rate prevailing on the end of reporting period, and revenues and expenses translated using monthly average exchange rates. The resulting differences are shown under the caption of “Exchange differences on translation of financial statements in foreign currency” in the statements of changes in shareholders’ equity.
f)
Material balances and transactions between the Company and its subsidiaries companies have been eliminated from the consolidated financial statements.
g)
Non-controlling interests represent the portion of profit or loss and net assets of the subsidiaries that are not held by the Company and are presented separately in the consolidated profit or loss and within equity in the consolidated statement of financial position.
2.3
The separate financial statements present investments in a subsidiaries under the cost method.
3.
New financial reporting standards (a) Financial reporting standards that became effective in the current year During the year, the Company and its subsidiaries have adopted the revised financial reporting standards and interpretations (revised 2017) and new accounting treatment guidance which are effective for fiscal years beginning on or after 1 January 2018. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards, with most of the changes and classifications directed towards disclosers in the notes to financial statements. The adoption of these financial reporting standards does not have any significant impact on the Company and its subsidiaries’ financial statements. (b) Financial reporting standards that will become effective for fiscal years beginning on or after 1 January 2019 in the future The Federation of Accounting Professions issued a number of revised and new financial reporting standards and interpretations (revised 2018) which are effective for fiscal years beginning on or after 1 January 2019. These financial reporting standards were aimed at alignment with the corresponding International Financial Reporting Standards with most of the changes and clarification directed towards disclosures in the notes to financial statements.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
The management of the Company and its subsidiaries believe that the most of the revised financial reporting standards will not have any significant impact on the financial statements when they are initially applied. However, the new standard involve changes to key principles, as summarised below. TFRS 15 Revenue from Contracts with Customers TFRS 15 supersedes the following accounting standards together with related Interpretations. TAS 11 (revised 2017)
Construction contracts
TAS 18 (revised 2017)
Revenue
TSIC 31 (revised 2017)
Revenue - Barter Transactions Involving Advertising Services
TFRIC 13 (revised 2017)
Customer Loyalty Programmes
TFRIC 15 (revised 2017)
Agreements for the Construction of Real Estate
TFRIC 18 (revised 2017)
Transfers of Assets from Customers
Entities are to apply this standard to all contracts with customers unless those contracts fall within the scope of other standards. The standard establishes a five-step model to account for revenue arising from contracts with customers, with revenue being recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model. The management of the Company and its subsidiaries believe that this standard will not have any significant impact on the financial statements when it is initially applied. (c) Financial reporting standards related to financial instruments that will become effective for fiscal years beginning on or after 1 January 2020 During the current year, the Federation of Accounting Professions issued a set of TFRSs related to financial instruments, which consists of five accounting standards and interpretations, as follows: Financial reporting standards: TFRS 7
Financial Instruments: Disclosures
TFRS 9
Financial Instruments
Accounting standard: TAS 32
Financial Instruments: Presentation
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Innovative Logistics Service and Solution Provider
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Annual Report 2018
Financial Reporting Standard Interpretations: TFRIC 16
Hedges of a Net Investment in a Foreign Operation
TFRIC 19
Extinguishing Financial Liabilities with Equity Instruments
These TFRSs related to financial instruments make stipulations relating to the classification of financial instruments and their measurement at fair value or amortised cost (taking into account the type of instrument, the characteristics of the contractual cash flows and the Company’s business model), calculation of impairment using the expected credit loss method, and hedge accounting. These include stipulations regarding the presentation and disclosure of financial instruments. When the TFRSs related
to
financial
instruments
are
effective,
some
accounting
standards,
interpretations and guidance which are currently effective will be cancelled. The management of the Company and its subsidiaries is currently evaluating the impact of these standards to the financial statements in the year when they are adopted. 4.
Significant accounting policies
4.1
Revenue recognition Rendering of services Service revenue is recognised when services have been rendered. Interest income Interest income is recognised on an accrual basis based on the effective interest rate. Dividend income Dividend income is recognised when the right to receive the dividends is established.
4.2
Cash and cash equivalents Cash and cash equivalents consist of cash in hand and at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions.
4.3
Trade and other receivables Trade and other receivables are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experience and analysis of debt aging.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
4.4
Investments a)
Investments in available-for-sale securities are stated at fair value. Changes in the fair value of these securities are recorded in other comprehensive income, and will be recorded in profit or loss when the securities are sold.
b)
Investments in subsidiaries are accounted for in the separate financial statements using the cost loss impairment losses (if any).
The fair value of investment unit is based on the net assets value of investments at the end of reporting period. The weighted average method is used for computation of the cost of investments. On disposal of an investment, the difference between net disposal proceeds and the carrying amount of the investment is recognised in profit or loss. 4.5
Property, plant and equipment/Depreciation Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any). Depreciation of buildings and equipment is calculated by reference to their costs on the straight-line basis over the following estimated useful lives: Buildings and yard
20 years
Furniture, fixtures and office equipment Computers
5 years 3 - 5 years
Motor vehicles
5 - 10 years
Container ana container equipment
10 years
Depreciation is included in determining income. No depreciation is provided on land, and assets under installation. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in profit or loss when the asset is derecognised. 4.6
Intangible assets Intangible assets acquired through business combination are initially recognised at their fair value on the date of business acquisition while intangible assets acquired in other cases are recognised at cost. Following the initial recognition, the intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses (if any).
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Innovative Logistics Service and Solution Provider
6
Annual Report 2018 Intangible assets with finite lives are amortised on a systematic basis over the economic useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method of such intangible assets are reviewed at least at each financial year end. The amortisation expense is charged to profit or loss on the straight-line basis over the economic useful life as follows: Useful lives Customer relationship
4.7
10 years, 25 years
Stock rights option
4 years
Computer software
3 - 5 years
Goodwill Goodwill is initially recorded at cost, which equals to the excess of cost of business combination over the fair value of the net assets acquired. If the fair value of the net assets acquired exceeds the cost of business combination, the excess is immediately recognised as gain in profit or loss. Goodwill is carried at cost less any accumulated impairment losses. Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s cash generating units (or group of cash-generating units) that are expected to benefit from the synergies of the combination. The Company estimates the recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in profit or loss. Impairment losses relating to goodwill cannot be reversed in future periods.
4.8
Related party transactions Related parties comprise individuals or enterprises that control, or are controlled by, the Company, whether directly or indirectly, or which are under common control with the Company. They also include associated companies and individuals or enterprises which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, key management personnel, directors, and officers with authority in the planning and direction of the Company’s operations.
7
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited 4.9
Long-term leases Leases of property, plant or equipment which transfer substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in long-term payables, while the interest element is charged to profit or loss over the lease period. The assets acquired under finance leases are depreciated over the useful life of the leased asset. Leases of property, plant or equipment which do not transfer substantially all the risks and rewards of ownership are classified as operating leases. Operating lease payments are recognised as an expense in profit or loss on the straight-line basis over the lease term.
4.10 Foreign currencies The consolidated and separate financial statements are presented in Baht, which is also the Company’s functional currency. Items of each entity included in the consolidated financial statements are measured using the functional currency of that entity. Transactions in foreign currencies are translated into Baht at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Baht at the exchange rate ruling at the end of reporting period. Gains and losses on exchange are included in determining income. 4.11 Impairment of assets At the end of each reporting period, the Company performs impairment reviews in respect of the property, plant and equipment and other intangible assets whenever events or changes in circumstances indicate that an asset may be impaired. The Company also carries out annual impairment reviews in respect of goodwill. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the asset’s fair value less costs to sell and its value in use, is less than the carrying amount. In determining value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. An impairment loss is recognised in profit or loss.
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Innovative Logistics Service and Solution Provider
8
Annual Report 2018
4.12 Liability from acquisition investment in subsidiary The Company recognised liability from acquisition investment in subsidiary, which calculated the price that would have been expected to be payment as specify in share purchase agreement, and discounted to the present value. The above liability was presented as non-current liability in the statement of financial position, including the interest expenses from the acquisition investment in subsidiary. The liability will be reassessed every accounting period and the difference will be recognised to profit or loss. 4.13 Employee benefits Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. Post-employment benefits and other long-term employee benefits Defined contribution plans The Company and its subsidiary in Thailand and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company and its subsidiary. The fund’s assets are held in a separate trust fund and the Company and its subsidiary’s contributions are recognised as expenses when incurred. Defined benefit plans and other long-term employee benefits The Company and its subsidiary have obligations in respect of the severance payments it must make to employees upon retirement under labor law and other employee benefit plans. The Company and its subsidiary treat these severance payment obligations as a defined benefit plan. In addition, the Company and its subsidiary provide other long-term employee benefit plan, namely long service awards. The obligation under the defined benefit plan and other long-term employee benefit plans is determined by a professionally qualified independent actuary based on actuarial techniques, using the projected unit credit method.
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Innovative Logistics Service and Solution Provider
9
WICE Logistics Public Company Limited
Actuarial gains and losses arising from post-employment benefits are recognised immediately in other comprehensive income. While actuarial gains and losses arising from other long-term employee benefits are recognised immediately in profit and loss. 4.14 Provisions Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. 4.15 Income tax Income tax expense represents the sum of corporate income tax currently payable and deferred tax. Current tax Current income tax is provided in the accounts at the amount expected to be paid to the taxation authorities, based on taxable profits determined in accordance with tax legislation. Deferred tax Deferred income tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts at the end of each reporting period, using the tax rates enacted at the end of the reporting period. The Company and its subsidiaries recognise deferred tax liabilities for all taxable temporary differences while they recognise deferred tax assets for all deductible temporary differences and tax losses carried forward to the extent that it is probable that future taxable profit will be available against which such deductible temporary differences and tax losses carried forward can be utilised. At each reporting date, the Company and its subsidiaries review and reduce the carrying amount of deferred tax assets to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. The Company and its subsidiaries record deferred tax directly to shareholders' equity if the tax relates to items that are recorded directly to shareholders' equity.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
4.16 Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between buyer and seller (market participants) at the measurement date. The Company and its subsidiaries apply a quoted market price in an active market to measure their assets and liabilities that are required to be measured at fair value by relevant financial reporting standards. Except in case of no active market of an identical asset or liability or when a quoted market price is not available, the Company and its subsidiaries measure fair value using valuation technique that are appropriate in the circumstances and maximises the use of relevant observable inputs related to assets and liabilities that are required to be measured at fair value. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy into three levels based on categorise of input to be used in fair value measurement as follows: Level 1 -
Use of quoted market prices in an observable active market for such assets or liabilities
Level 2 -
Use of other observable inputs for such assets or liabilities, whether directly or indirectly
Level 3 -
Use of unobservable inputs such as estimates of future cash flows
At the end of each reporting period, the Company and its subsidiaries determine whether transfers have occurred between levels within the fair value hierarchy for assets and liabilities held at the end of the reporting period that are measured at fair value on a recurring basis. 5.
Significant accounting judgements and estimates The preparation of financial statements in conformity with financial reporting standards at times requires management to make subjective judgements and estimates regarding matters that are inherently uncertain. These judgements and estimates affect reported amounts and disclosures; and actual results could differ from these estimates. Significant judgements and estimates are as follows:
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Consolidation of subsidiary that the Company holds less than half of shares The management of the Company determined that the Company has control over Euroasia Total Logistics Company Limited, even though the Company holds 40% of shares and voting rights that is less than half of shares and voting rights. This is because the Company is a major shareholder and has the ability to direct the significant activities. As a result, Euroasia Total Logistics Company Limited is deemed to be a subsidiary of the Company and has to be included in the consolidated financial statements from the date on which the Company assumed control. Allowance for doubtful accounts In determining an allowance for doubtful accounts, the management needs to make judgement and estimates based upon, among other things, past collection history, aging profile of outstanding debts and the prevailing economic condition. Goodwill and intangible assets The initial recognition and measurement of goodwill and intangible assets, and subsequent impairment testing, require management to make estimates of cash flows to be generated by the asset or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows. Deferred tax assets Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences and losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of estimate future taxable profits. Post-employment benefits under defined benefit plans and other long-term employee benefits The obligation under the defined benefit plans and other long-term employee benefit plans are determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
6.
Related party transactions During the years, the Company and its subsidiaries had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company and those related parties. (Unit: Million Baht) Consolidated
Separate
financial statements
financial statements
2018
2017
2018
Transfer Pricing Policy
2017
Transactions with subsidiaries (eliminated from the consolidated financial statements) Service income
-
-
8.1
13.0
Close to market price
Rental income and other service
-
-
0.2
22.6
As stipulated in the agreement
Dividend income
-
-
67.8
76.5
As declared
Cost of services
-
-
30.7
2.0
Close to market price
Acquisition of fixed assets
-
-
-
5.6
Close to market price
Interest expenses
-
-
1.5
-
1.6
1.9
1.6
1.9
Interest rate 7.12% per year
Transactions with management and directors Land and buildings rental expenses
As stipulated in the agreement
As at 31 December 2018 and 2017, the balances of the accounts between the Company, and those related parties are as follows: (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2018
2018
2017
2017
Trade and other receivables - related parties (Note 9) Subsidiaries
-
-
1,373
145
Total trade and other receivables - related parties
-
-
1,373
145
Subsidiaries
-
-
4,448
7,444
Related individuals (Management and directors)
-
-
78
-
Total trade and other payables - related parties
-
-
4,526
7,444
Trade and other payables - related parties (Note 14)
Short-term loans to related person or related party The short-term loans to related person or related parties carried interests at rates of 1.5% - 2% per annum. These loans are due for repayment on demand and no security guarantees.
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Innovative Logistics Service and Solution Provider
13
WICE Logistics Public Company Limited
As at 31 December 2018 and 2017, the balance of loans between the subsidiary and related person and and related party and the movement are the follows: (Unit: Thousand Baht) Consolidated financial statements Balance as at Loans to related parties Mr. Lee Yik Chieh
Subsidiary’s director Related company
(Shanghai) Limited
Increase during
Decrease during
31 December
2018
the year
the year
2018
Related by
Euroasia Total Logistics
Balance as at
1 January -
2,393
-
2,393
-
7,085
-
7,085
-
9,478
-
9,478
(related by common shareholder)
Total
Loan from related party As at 31 December 2018 and 2017, the balance of loan between the Company and the related company and the movement are presented the follows: (Unit: Thousand Baht) Separate financial statements Balance as at Loan from related party
Balance as at
1 January
Increase during
Decrease during
31 December
2018
the year
the year
2018
Related by
Sun Express (Thailand) Company Limited
Subsidiary
Total
-
72,000
(72,000)
-
-
72,000
(72,000)
-
Directors and management’s benefits During the years ended 31 December 2018 and 2017, the Company and its subsidiaries had employee benefit expenses payable to their directors and management as below. (Unit: Thousand Baht)
Short-term employee benefits Post-employment benefits Total
Consolidated
Separate
financial statements
financial statements
2018
2017
2018
2017
54,987
46,122
24,216
13,970
828
1,193
828
817
55,815
47,315
25,044
14,787
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Innovative Logistics Service and Solution Provider
Annual Report 2018
7.
Cash and cash equivalents (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2018 Cash
2017
2018
2017
290
98
-
-
Bank deposits
207,935
203,577
46,339
151,851
Total
208,225
203,675
46,339
151,851
As at 31 December 2018 and 2017, bank deposits in saving accounts carried interests between 0.15% and 0.38% per annum. 8.
Current investments (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2017
2018
88,833
84,401
88,820
48,030
204
1,119
204
133
- Fair value
89,037
85,520
89,024
48,163
Fixed deposits
11,973
12,211
2,100
2,062
101,010
97,731
91,124
50,225
2018 Investments in open-end fund - Cost
2017
Add: Unrealised gain on changes in value of investments Investments in open-end fund
Total current investments
During the year ended 31 December 2018, the Company and its subsidiaries sold available-for-sale securities with book values totaling Baht 426.9 million (2017: Baht 10.3 million) and recognised gains on the sales amounting to Baht 2.3 million (2017: Baht 0.1 million) in profit or loss. This amount included losses transferred from loss on valuation of available-for-sale securities in other comprehensive income, amounting to Baht 0.3 million (2017: Baht 0.1 million).
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
9.
Trade and other receivables (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2018
2018
2017
2017
Trade accounts receivable - related parties Aged on the basis of due dates Not yet due
-
-
96
136
Up to 3 months
-
-
896
-
3 - 6 months
-
-
1
-
-
-
993
136
136,969
133,966
85,444
41,530
226,256
113,385
68,631
54,933
3 - 6 months
44,634
14,474
2,647
13,477
6 - 12 months
3,396
5,356
3,514
5,221
Over 12 months
1,382
364
1,382
366
412,637
267,545
161,618
115,527
Past due
Total trade accounts receivable - related parties Trade accounts receivable - unrelated parties Aged on the basis of due dates Not yet due Past due Up to 3 months
Total Less: Allowance for doubtful accounts
(447)
(376)
(447)
(376)
Total trade accounts receivable - unrelated parties, net Total trade accounts receivable - net
412,190
267,169
161,171
115,151
412,190
267,169
162,164
115,287
-
-
-
9
27,835
31,704
25,724
23,377
-
-
380
-
2,435
1,126
1,146
1,062
30,270
32,830
27,250
24,448
442,460
299,999
189,414
139,735
Other receivables Advance receivables - related parties Advance receivables - unrelated parties Other receivables - related parties Other receivables - unrelated parties Total other receivables Trade and other receivables - net
10.
Restricted bank deposits These represent fixed deposits pledged with the banks to secure a fuel credit card and bank guarantees issued by bank on behalf of the Company and its subsidiary to secure cargo usages, as disclosed in Note 24.3.
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Annual Report 2018
11.
Investments in subsidiaries
11.1 As at 31 December 2018 and 2017, details of investments in subsidiaries as presented in separate financial statements are as follows: Dividends received Company’s name
Paid-up capital 2018
Shareholding percentage
2017
Cost
during the year
2018
2017
2018
2017
2018
2017
(%)
(%)
(Thousand
(Thousand
(Thousand
(Thousand
Baht)
Baht)
Baht)
Baht)
Sun Express (Thailand) Company Limited
Baht 54 million
Baht 54 million
99.99
Baht 70 million
-
40.00
SGD 0.7 million
SGD 0.7 million
70.00
SGD 0.8 million
-
80.00
99.99
53,998
53,998
23,427
36,192
28,000
-
-
-
290,637
290,637
44,387
40,284
80,412
-
-
-
453,047
344,635
67,814
76,476
Euroasia Total Logistics Company Limited
-
WICE Logistics (Singapore) Pte.
70.00
WICE Logistics (Hong Kong) Limited
-
(Formerly known as “Universal Worldwide Transportation Limited”) Total
On 9 November 2017, the Board of Directors of the Company had a resolution to approve a restructuring of Sun Express (Thailand) Co., Ltd. to discontinue its operations with all costumers and transfer to the Company since 31 December 2017 onwards. On 4 January 2018, the Company purchased ordinary share of Universal Worldwide Transportation Limited, amounting to 80,000 ordinary shares with par value of HKD 10 each (80% of Universal Worldwide Transportation Limited’s ordinary shares). The Company made a partially payment by cash, amounting to Baht 39.86 million. In addition, the Company received shares transfer of Universal Worldwide Transportation Limited from acquisition and registered the change in shareholders’ list on the same date. According to share purchase agreement, the Company will pay the remain value of acquisition shares not exceed USD 2.21 million, which calculated from the actual operating results of such company as from the acquisition date to the year 2022.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Fair value and book value of net assets of Universal Worldwide Transportation Limited at acquisition date are summarised below. (Unit: Thousand Baht) Fair value
Book value
Assets Cash and cash equivalents
36,580
36,580
Trade and other receivables
84,414
84,414
7,644
7,644
185
185
18,700
-
147,523
128,823
91,715
91,715
Provision for long-term employee benefits
1,170
1,170
Deferred tax liabilities
4,675
-
Total liabilities
97,560
92,885
Total net assets
49,963
35,938
Other current assets Equipment Intangible assets - customer relationship Total assets Liabilities Trade and other payables
Shareholding percentage (%)
80
Net assets from purchasing of subsidiary
39,970
Excess of cost of acquisition over net assets
40,442
Cash paid for acquisition of investment in subsidiary
80,412
Less: Cash and cash equivalents at the acquisition date of subsidiary
(36,580)
Contingent liability from acquisition investment (40,557)
in subsidiary Net cash paid for purchasing of subsidiary
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Innovative Logistics Service and Solution Provider
3,275
Annual Report 2018
At the acquisition date, the Company estimated the liability from acquisition share capital of that company. The remaining amount was presented as liability in the statement of financial position under the caption of “liability from acquisition investment in subsidiary” were as follows. (Unit: Thousand Baht) 2018 Liability from acquisition investment in subsidiary Add: Interest expense from acquisition investment in subsidiary Total
40,557 2,514 43,071
Details of acquisition of Universal Worldwide Transportation Limited are as follows: (Unit: Thousand Baht) Purchase price - cash paid
80,412
Fair value of net assets received
(39,970)
Goodwill
40,442
Baht 40.4 million of goodwill is the business value of customer relationship of Universal Worldwide Transportation Limited to move the business forward and generate profit to the shareholders. As at 31 December 2018 and 2017, the book value of goodwill are presented below. (Unit: Thousand Baht) Balance as at 31 December 2017
99,400
Increase during the year
40,442
Balance as at 31 December 2018
139,842
Operating results of the subsidiary from 4 January 2018 (acquisition date) to 31 December 2018 is gain from operation amounting to Baht 11.3 million. These transaction already included in the consolidated financial statements. On 24 January 2018, Universal Worldwide Transportation Limited has processed to change its name to “Wice Logistics (Hong Kong) Limited”. In addition, its subsidiary has changed its name from “Guangzhou Universal Worldwide Transportation Limited” to “Guangzhou Wice Logistics Limited”.
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
On 21 August 2018, the Board of Directors’ Meeting of the Company resolved to enter into a joint venture agreement to establish a new joint venture company that operates cross-border transportation services among China, Hong Kong and Southeast Asia. Subsequently on 22 August 2018, the Company entered into the joint venture agreement to establish the new joint venture company under the name of “Euroasia Total Logistics Co., Ltd.”, which is engaged in cross-border transport services among China, Hong Kong and Southeast Asia, with registered share capital of Baht 70 million, comprising 7,000,000 ordinary shares of Baht 10 per share. The Company has 40% interest in this company, comprising 2,800,000 ordinary shares of Baht 10 per share, totaling Baht 28 million. The remaining shares of Baht 42 million, or approximately 60% of registered capital belongs to other shareholders. Such company registered the issued and paid-up share capital with the Ministry of Commerce on 14 September 2018. Moreover, the management considered that the Company has controlled and direct various operating activities including financial policy. The management therefore considered the above company to be a subsidiary company. On 24 September 2018, Sun Express Logistics Pte. Ltd is a subsidiary company, changed its name to “WICE Logistics (Singapore) Pte. Ltd.” The new name comes into effect from 28 September 2018 onward. 11.2 Details of Euroasia Total Logistics Company Limited as a subsidiary that have material non-controlling interests. (Unit: Million Baht) Profit/loss allocated to
Company’s name
Proportion of equity interest held
Accumulated balance of
non-controlling interests
Dividend paid to non-controlling
by non-controlling interests
non-controlling interests
during the year
interest during the year
Euroasia Total
2018
2017
2018
2017
2018
2017
2018
2017
60.00
-
40.06
-
(4.78)
-
-
-
Logistics Company Limited
11.3 Summarised financial information of Euroasia Total Logistics Company Limited that based on amounts before inter-company elimination about a subsidiary that has material noncontrolling.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
Summarised information about financial position. (Unit: Million Baht) 2018 Current assets
36.9
Non-current assets
67.8
Current liabilities
(38.2)
Non-current liabilities
(0.2)
Summarised information about comprehensive income. (Unit: Million Baht) For the year ended 31 December 2018 Revenue
12.2
Loss
6.5
Total comprehensive income
6.5
Summarised information about cash flows. (Unit: Million Baht) For the year ended 31 December 2018 Cash flow from operating activities
3.9
Cash flow from investing activities
(69.4)
Cash flow from financing activities
72.3 6.8
Net increase in cash and cash equivalents
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
12.
Property, plant and equipment (Unit: Thousand Baht) Consolidated financial statements Container and
Land
container
Buildings
Furniture and
Office
Computer
and yard
fixtures
equipment
equipment
Motor vehicles
equipment
Total
Cost 23,800
53,773
14,127
7,946
17,035
123,173
-
239,854
Additions
1 January 2017
-
-
4,322
1,475
1,061
5,351
-
12,209
Disposals
-
-
(1,108)
(1,325)
(1,453)
(5,818)
-
(9,704)
Translation adjustment
-
-
(92)
(30)
(103)
-
-
(225)
23,800
53,773
31 December 2017
17,249
8,066
16,540
122,706
-
242,134
Increase from acquisition of subsidiary
-
4,373
198
418
819
3,754
-
9,562
2,713
69,994
17,396
99,465
Additions
420
7,630
521
791
Disposals
-
-
-
-
Transfer in (out)
-
-
-
-
Translation adjustment 31 December 2018
-
(40)
(202)
(30) -
(88)
(238)
(4,477) 1,300 (1,274)
(1,300) -
(4,507) (1,842)
24,220
65,736
17,766
9,187
19,804
192,003
16,096
344,812
-
20,695
13,678
5,926
12,437
36,399
-
89,135
Accumulated depreciation 1 January 2017 Depreciation for the year
-
2,688
844
1,520
10,612
-
16,620
Depreciation on disposals
-
-
(1,108)
956
(968)
(1,038)
(3,619)
-
(6,733)
Translation adjustment
-
-
(92)
(23)
(100)
-
-
(215)
31 December 2017
-
23,383
43,392
-
13,434
5,779
12,819
98,807
Increase from acquisition of -
4,373
198
226
819
3,754
-
9,370
Depreciation for the year
subsidiary
-
2,873
1,012
914
1,645
11,477
222
18,143
Depreciation on disposals
-
-
-
(2)
(4,477)
-
Translation adjustment
-
31 December 2018
-
30,589
14,443
6,861
15,056
54,111
222
121,283
31 December 2017
23,800
30,390
3,815
2,287
3,721
79,314
-
143,327
31 December 2018
24,220
35,147
3,322
2,326
4,748
137,892
15,874
223,529
(40)
-
(200)
(58)
(225)
(35)
-
(4,479) (558)
Net book value:
Depreciation for the year 2017 (Baht 9.6 million included in cost of services, and the balance in selling and administrative expenses)
16,620
2018 (Baht 11.5 million included in cost of services, and the balance in selling and administrative expenses)
18,143
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Innovative Logistics Service and Solution Provider
Annual Report 2018
(Unit: Thousand Baht) Separate financial statements
Land
Buildings and
Furniture and
Office
yard
fixtures
equipment
Computers
Motor vehicles
Total
Cost: 23,800
53,773
6,482
4,479
8,350
115,255
212,139
Additions
1 January 2017
-
-
4,322
919
907
4,802
10,950
Disposals
-
-
-
-
-
23,800
53,773
10,804
5,398
9,257
119,194
222,226
420
7,630
466
255
413
21,015
30,199
31 December 2017 Additions
(863)
-
-
-
-
-
24,220
61,403
11,270
5,653
9,670
135,732
1 January 2017
-
20,695
6,063
3,351
4,258
29,475
63,842
Depreciation for the year
-
2,688
949
385
1,336
9,822
15,180
Depreciation on disposals
-
-
-
-
-
31 December 2017
-
23,383
7,012
3,736
5,594
38,434
78,159
11,446
17,367
(4,477)
(4,477)
Disposals 31 December 2018
(4,477)
(863)
(4,477) 247,948
Accumulated depreciation:
(863)
(863)
Depreciation for the year
-
2,873
1,002
585
1,461
Depreciation on disposals
-
-
-
-
-
31 December 2018
-
26,256
8,014
4,321
7,055
45,403
91,049
31 December 2017
23,800
30,390
3,792
1,662
3,663
80,760
144,067
31 December 2018
24,220
35,147
3,256
1,332
2,615
90,329
156,899
Net book value:
Depreciation for the year 2017 (Baht 8.5 million included in cost of services, and the balance in selling and administrative expenses)
15,180
2018 (Baht 11.2 million included in cost of services, and the balance in selling and administrative expenses)
17,367
As at 31 December 2018, the Company had motor vehicles and equipment under finance lease agreements with net book values amounting to Baht 58.3 million (2017: Baht 40.4 million). As at 31 December 2018, certain equipment items have been fully depreciated but are still in use. The gross carrying amount before deducting accumulated depreciation of those assets amounted to approximately Baht 36.9 million (2017: Baht 33.5 million) (The Company only: Baht 13.9 million, 2017: Baht 16.1 million).
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
13.
Intangible assets The net book value of intangible assets as at 31 December 2018 and 2017 is presented below. (Unit: Thousand Baht) Consolidated financial statements Customer
Stock rights
Computer
relationship
option
software
Total
As at 31 December 2018: Cost
272,650
3,878
11,318
287,846
Less: Accumulated amortisation
(28,059)
(2,114)
(1,499)
(31,672)
Net book value
244,591
1,764
9,819
256,174
Cost
253,950
4,367
9,047
267,364
Less: Accumulated amortisation
(16,286)
(1,546)
Net book value
237,664
2,821
As at 31 December 2017: (868) 8,179
(18,700) 248,664
(Unit: Thousand Baht) Separate financial statements Customer
Stock rights
Computer
relationship
option
software
Total
As at 31 December 2018: Cost
-
-
11,218
11,218
Less: Accumulated amortisation
-
-
(1,496)
(1,496)
Net book value
-
-
9,722
9,722
Cost
-
-
9,046
9,046
Less: Accumulated amortisation
-
-
Net book value
-
-
As at 31 December 2017:
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Innovative Logistics Service and Solution Provider
(868) 8,178
(868) 8,178
Annual Report 2018
A reconciliation of the net book value of intangible assets for the years 2018 and 2017 is presented below. (Unit: Thousand Baht)
Net book value at beginning of year Additions in computer software
Consolidated
Separate
financial statements
financial statements
2018
2017
2018
2017
248,664
258,843
8,178
4,620
2,272
4,526
2,173
4,355
18,700
-
-
-
-
(2,583)
-
-
(13,930)
(11,440)
(629)
(457)
-
(682)
-
(340)
255,706
248,664
9,722
8,178
Increase from acquisition of investment in subsidiary Disposals of computer software Amortisation Adjustment Net book value at end of year
14.
Trade and other payables (Unit: Thousand Baht)
Trade accounts payable - related parties Trade accounts payable - unrelated parties Other payables - related party Other payables - unrelated parties Total trade and other payables
- 177 -
Consolidated
Separate
financial statements
financial statements
2018
2018
2017
2017
-
-
4,353
68
273,632
100,995
61,362
36,086
78
-
173
7,376
52,912
28,581
10,799
7,441
326,622
129,576
76,687
50,971
Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
15.
Liabilities under finance lease agreements (Unit: Thousand Baht) Consolidated / separate financial statements 2017
2018 Liabilities under finance lease agreements
11,744
Less: Deferred interest expenses
790 (8)
(526)
Total
11,218
782
Less: Portion due within one year
(4,005)
(768)
7,213
14
Liabilities under finance lease agreements - net of current portion
The Company has entered into the finance lease agreements with leasing companies for rental of motor vehicles and equipment for use in its operation, whereby it is committed to pay rental on a monthly basis. The terms of the agreements are generally between 1 and 4 years. Future minimum lease payments required under the finance lease agreements of the Company were as follows: (Unit: Thousand Baht) Consolidated / Separate financial statements As at 31 December 2018 Less than 1 - 4 years
1 year Future minimum lease payments
4,006
Deferred interest expenses
7,213
(1)
Present value of future minimum lease payments
4,005
Total 11,219
7,213
(1) 11,218
(Unit: Thousand Baht) Consolidated / Separate financial statements As at 31 December 2017 Less than 1 - 4 years
1 year Future minimum lease payments
775
Deferred interest expenses
(7)
Present value of future minimum lease payments
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768
Innovative Logistics Service and Solution Provider
15 (1) 14
Total 790 (8) 782
Annual Report 2018
Significant actuarial assumptions are summarised below: Consolidated
Separate
financial statements
financial statements
2018
2017
2018
2017
(% per annum)
(% per annum)
(% per annum)
(% per annum)
1.81
2.30 - 2.40
1.81
2.40
4
5
4
5
0 - 49
0 - 34
0 - 49
0 - 34
Discount rate Future salary increase rate Employee turnover rate (depending on age)
The result of sensitivity analysis for significant assumptions that affect the present value of the long-term employee benefit obligation as at 31 December 2018 and 2017 are summarised below: (Unit: Million Baht) As at 31 December 2018 Consolidated
Separate
financial statements
financial statements
Increase 1% Discount rate Salary increase rate Turnover rate
Decrease 1%
Increase 1%
Decrease 1%
(0.69)
0.76
(0.69)
0.76
0.63
(0.58)
0.63
(0.58)
(0.77)
0.36
(0.77)
0.36
(Unit: Million Baht) As at 31 December 2017 Consolidated
Separate
financial statements
financial statements
Increase 1% Discount rate Salary increase rate Turnover rate
Decrease 1%
Increase 1%
Decrease 1%
(0.77)
0.84
(0.48)
0.51
0.86
(0.79)
0.53
(0.49)
(0.84)
0.37
(0.52)
0.19
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
Significant actuarial assumptions are summarised below: Consolidated
Separate
financial statements
financial statements
2018
2017
2018
2017
(% per annum)
(% per annum)
(% per annum)
(% per annum)
1.81
2.30 - 2.40
1.81
2.40
4
5
4
5
0 - 49
0 - 34
0 - 49
0 - 34
Discount rate Future salary increase rate Employee turnover rate (depending on age)
The result of sensitivity analysis for significant assumptions that affect the present value of the long-term employee benefit obligation as at 31 December 2018 and 2017 are summarised below: (Unit: Million Baht) As at 31 December 2018 Consolidated
Separate
financial statements
financial statements
Increase 1% Discount rate Salary increase rate Turnover rate
Decrease 1%
Increase 1%
Decrease 1%
(0.69)
0.76
(0.69)
0.76
0.63
(0.58)
0.63
(0.58)
(0.77)
0.36
(0.77)
0.36
(Unit: Million Baht) As at 31 December 2017 Consolidated
Separate
financial statements
financial statements
Increase 1% Discount rate Salary increase rate Turnover rate
Decrease 1%
Increase 1%
Decrease 1%
(0.77)
0.84
(0.48)
0.51
0.86
(0.79)
0.53
(0.49)
(0.84)
0.37
(0.52)
0.19
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Innovative Logistics Service and Solution Provider
Annual Report 2018
On 13 December 2018, The National Legislative Assembly passed a resolution approving the draft of a new Labour Protection Act, which is in the process being published in the Royal Gazette. The new Labour Protection Act stipulates additional legal severance pay rates for employees who have worked for an uninterrupted period of twenty years or more. Such employees are entitled to receive compensation at a rate of not less than that of the last 400 days. This change is considered a post-employment benefits plan amendment and the Company and its subsidiaries have additional liabilities for long-term employee benefits of Baht 3 million (The Company only: Baht 3 million). The Company and its subsidiaries will reflect the effect of the change by recognising past services costs as expenses in the income statement of the period in which the law is effective. 17.
Statutory reserve Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside a statutory reserve at least 5% of its net profit after deducting accumulated deficit brought forward (if any), until the reserve reaches 10% of the registered capital. The statutory reserve is not available for dividend distribution.
18.
Expenses by nature During the years ended 31 December 2018 and 2017, significant expenses classified by nature are as follows: (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2018
2017
2018
2017
194,022
194,751
140,777
113,725
18,777
17,219
17,996
15,637
23,437
24,775
11,116
12,003
Salaries and wages and other employee benefits Depreciation and amortisation Rental expenses from operating lease agreements
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Innovative Logistics Service and Solution Provider
29
WICE Logistics Public Company Limited
19.
Income tax Income tax expenses for the years ended 31 December 2018 and 2017 are made up as follows: (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2018
2018
2017
2017
Current income tax: Current income tax charge for the year
26,860
25,697
11,261
9,895
552
480
11,813
10,375
Deferred tax: Relating to origination and reversal (627)
of temporary differences
(2,443)
Income tax expenses reported in the statement of 26,233
comprehensive income
23,254
The amounts of income tax relating to each component of other comprehensive income for the years ended 31 December 2018 and 2017 are as follows: (Unit: Thousand Baht) Consolidated
Separate
financial statements
financial statements
2018
2017
2018
2017
Deferred tax relating to gain (loss) on changes in value of available-for-sale investments Deferred tax relating to actuarial loss
183 931 1,114
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Innovative Logistics Service and Solution Provider
(240) (240)
(14) 931 917
(27) (27)
Annual Report 2018
The reconciliation between accounting profit and income tax expenses for the years ended 31 December 2018 and 2017 are as follows: (Unit: Thousand Baht)
Accounting profit before tax Applicable tax rate
Consolidated
Separate
financial statements
financial statements
2018
2017
2018
2017
140,045
130,780
123,451
112,558
8.25% - 25%
17%, 20%
20%
20%
24,690
22,512
Accounting profit before tax multiplied by income tax rate
28,555
26,018
Effects of: Non-deductible expenses
163
2,901
134
2,678
(1,330)
(4)
-
-
Non-taxable incomes
(528)
(3,218)
(13,563)
(15,295)
Others
(627)
(2,443)
552
480
(2,322)
(2,764)
(12,877)
(12,137)
26,233
23,254
11,813
10,375
Additional expense deductions allowed
Total Income tax expenses reported in the statement of comprehensive income
The components of deferred tax assets and deferred tax liabilities are as follows: (Unit: Thousand Baht) Statements of financial position Consolidated
Separate
financial statements
financial statements
2018
2018
2017
2017
Deferred tax assets Allowance for doubtful accounts
90
75
90
75
-
4
-
1
3,398
3,323
3,398
2,142
318
257
318
257
1,499
2,450
1,499
2,450
5,305
6,109
5,305
4,925
Allowance for impairment of assets Provision for long-term employee benefits Deferred rental expenses Accumulated depreciation - Motor vehicles Total deferred tax assets Deferred tax liabilities Unrealised gain on changes in value of available-for-sale investments Intangible assets - Customer relationship Total deferred tax liabilities Deferred tax assets (liabilities) - net
41
224
41
27
41,842
39,317
-
-
41,883
39,541
41
27
(36,578)
(33,432)
5,264
4,898
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Innovative Logistics Service and Solution Provider
WICE Logistics Public Company Limited
20.
Earnings per share Basic earnings per share is calculated by dividing profit for the year attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year. The following table sets forth the computation of basic earnings per share: Consolidated financial statements For the years ended 31 December
Profit for the year
Weighted average
Earnings
number of ordinary shares
per share
2018
2017
2018
2017
2018
2017
(Thousand
(Thousand
(Thousand
(Thousand
(Baht)
(Baht)
Baht)
Baht)
shares)
shares)
96,193
89,700
651,900
651,900
Basic earnings per share Profit attributable to equity holders of the Company
0.15
0.14
Separate financial statements For the years ended 31 December
Profit for the year
Weighted average
Earnings
number of ordinary shares
per share
2018
2017
2018
2017
2018
2017
(Thousand
(Thousand
(Thousand
(Thousand
(Baht)
(Baht)
Baht)
Baht)
shares)
shares)
109,748
102,183
651,900
651,900
Basic earnings per share Profit attributable to equity holders of the Company
21.
0.17
0.16
Segment information Operating segment information is reported in a manner consistent with the internal reports that are regularly reviewed by the chief operating decision maker in order to make decisions about the allocation of resources to the segment and assess its performance. For management purposes, the Company and its subsidiaries are organised into business units based on its services and have three reportable segments were sea freight, air freight and logistics.
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Innovative Logistics Service and Solution Provider
Annual Report 2018
The chief operating decision maker monitors the operating results of the business units separately for the purpose of making decisions about resource allocation and assessing performance. Segment performance is measured based on operating profit or loss and total assets and on a basis consistent with that used to measure operating profit or loss and total assets in the financial statements. The basis of accounting for any transactions between reportable segments is consistent with that for third party transactions. The following tables present revenue, profit and total assets information regarding the Company's and its subsidiaries’ operating segments for the years ended 31 December 2018 and 2017. (Unit: Million Baht) For the year ended 31 December 2018
Sea freight
Air freight
Logistics
Total reportable segments
Adjustments and eliminations
Consolidated
Service income Revenue from external customers Inter-segment revenue
610 21
855 48
367 3
1,832 72
(72)
1,832 -
Total revenue
631
903
370
1,904
(72)
1,832
173
82
389
Operating results Segment profit 134 Other income Depreciation and amortisation Selling and administrative expenses Finance cost Profit before income tax expenses
-
389 18 (33) (229) (5)
Income tax expenses
140 (26)
Profit for the year
114
Segment total assets Unallocated assets
1,420
Total assets
1,420
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Innovative Logistics Service and Solution Provider
33
WICE Logistics Public Company Limited
(Unit: Million Baht) For the year ended 31 December 2017
Logistics
Total reportable segments
466 18
296 9
1,396 41
(41)
1,396 -
648
484
305
1,437
(41)
1,396
171
135
45
351
Sea freight Service income Revenue from external customers Inter-segment revenue
634 14
Total revenue Operating results Segment profit Other income Depreciation and amortisation
Air freight
Adjustments and eliminations
Consolidated
-
351 6 (28) (198)
Selling and administrative expenses Profit before income tax expenses Income tax expenses
131 (23)
Profit for the year
108
Segment total assets Unallocated assets
1,104
Total assets
1,104
Geographic information During the years ended 31 December 2018 and 2017, revenue from external customers is based on locations of the customers. (Unit: Thousand Baht) 2018
2017
108,066 254,179 76,296 361,357 7,373 121,380 903,462
298,213 268,844 163,935 149,136 516,240
1,832,113
1,396,368
Non-current assets (other than financial instruments, deferred tax assets, net defined benefit assets and rights arising under insurance contracts) Thailand Singapore Hong Kong Malaysia
540,558 709 1,411 48,666
495,186 707 -
Total
591,344
495,893
Revenue from external customers Thailand Singapore Hong Kong China Malaysia United State of America Others Total
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Innovative Logistics Service and Solution Provider
34
Annual Report 2018
Major customers For the years ended 31 December 2018 and 2017, the Company and its subsidiaries have no major customer with revenue of 10% or more of an entity's revenues. 22.
Provident fund The Company and its subsidiary in Thailand and its employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. Both employees and the Company and its subsidiary contribute to the fund monthly at the rate of 5% of basic salary. The fund, which is managed by TISCO Assets Management Co., Ltd., will be paid to employees upon termination in accordance with the fund rules. The contribution for the year 2018 amounting to approximately Baht 3.04 million were recognised as expense in consolidated financial statement (Separate financial statements: Baht 2.9 million) (2017: Baht 2.9 million, Separate financial statements: Baht 1.88 million).
23.
Dividends Dividend declared during the years ended 31 December 2018 and 2017 consisted of the followings. Approved by
Dividends
Final dividends
Dividend
Dividend
Total dividend
per share
payment date
(Million Baht)
(Baht)
Annual General Meeting of
for 2016
shareholders on 20 April 2017
Total dividends paid in 2017 Final dividends
0.08
52.1
0.08
78.2
0.12
78.2
0.12
16 May 2017
Annual General Meeting of
for 2017
shareholders on 25 April 2018
Total dividend paid in 2018
24.
52.1
16 May 2018
Commitments and contingent liabilities
24.1 Capital commitment As at 31 December 2018, the Company had capital commitment of approximately Baht 10.9 million (2017: Baht 0.65 million), relating to the leasing of Prime mover and trailer for business operation.
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Innovative Logistics Service and Solution Provider
35
WICE Logistics Public Company Limited
24.2 Operating lease and long-term service commitments The Company and its subsidiaries have entered into several lease agreements in respect of the lease of land, office building space and long-term service agreements. The terms of the agreements are generally between 1 and 20 years. Future minimum lease payments required under these non-cancellable operating leases agreements and long-term service agreements were as follows. (Unit: Million Baht) As at 31 December 2018
2017
In up to 1 year
26.4
27.5
In over 1 and up to 5 years
23.3
15.1
In over 5 years
18.4
19.9
Payable:
24.3 Guarantees As at 31 December 2018 and 2017, there were outstanding bank guarantees of approximately Baht 2.1 million, SGD 0.4 million and HKD 1.8 million issued by banks on behalf of the Company and its subsidiaries in respect of certain performance bonds as required in the normal course of business. 25.
Fair value hierarchy As at 31 December 2018 and 2017, the Company and its subsidiary had the assets and liabilities that were measured at fair value using different levels of inputs as follows: (Unit: Million Baht) Consolidated financial statements As at 31 December 2018 Level 1
Level 2
Level 3
Total
Assets measured at fair value Available-for-sale investments Investment units
-
89.03
-
89.03
-
0.06
-
0.06
Liability for which fair value are disclosed Derivatives Foreign currency forward contracts
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Innovative Logistics Service and Solution Provider
Annual Report 2018
(Unit: Million Baht) Consolidated financial statements As at 31 December 2017 Level 1
Level 2
Level 3
Total
Financial assets measured at fair value Available-for-sale investments Investment units
-
85.52
-
85.52
(Unit: Million Baht) Separate financial statements As at 31 December 2018 Level 1
Level 2
Level 3
Total
Assets measured at fair value Available-for-sale investments Investment units
-
89.02
-
89.02
-
0.06
-
0.06
Liability for which fair value are disclosed Derivatives Foreign currency forward contracts
(Unit: Million Baht) Separate Financial Statements As at 31 December 2017 Level 1
Level 2
Level 3
Total
Assets measured at fair value Available-for-sale investments Investment units
26.
-
48.16
-
48.16
Financial instruments
26.1 Financial risk management The Company's and its subsidiaries’ financial instruments, as defined under Thai Accounting Standard No.107 "Financial Instruments: Disclosure and Presentations", principally comprise cash and cash equivalents, current investments, trade and other receivables, short-term loans, restricted bank deposits, trade and other payables, long-term loans from banks and liabilities under finance lease agreements. The financial risks associated with these financial instruments and how they are managed is described below.
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WICE Logistics Public Company Limited
Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade and other receivables and short-term loans. The Company and its subsidiaries manage the risk by adopting appropriate credit control policies and procedures and therefore does not expect to incur material financial losses. In addition, the Company and its subsidiaries do not have high concentrations of credit risk since they have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of trade and other receivables and short-term loans as stated in the statement of financial position. Interest rate risk The Company and its subsidiaries’ exposure to interest rate risk relates primarily to its cash at banks and short-term loans and long-term loans from banks. Most of the Company and its subsidiaries’ financial assets and liabilities bear floating interest rates or fixed interest rates which are close to the market rate. Significant financial assets and liabilities classified by type of interest rate are summarised in the table below, with those financial assets and liabilities that carry fixed interest rates further classified based on the maturity date, or the repricing date (if this occurs before the maturity date). (Unit: Million Baht) Consolidated financial statements As at 31 December 2018 Fixed interest rates Within
1-5
Floating
Non- interest
1 year
years
interest rate
bearing
Average Total
interest rate (% per annum.)
Financial assets Cash and cash equivalents Current investments Trade and other receivables
-
-
208
-
208
0.15 - 0.38
101
-
-
-
101
0.35 - 0.90
-
-
-
442
442
-
9
-
-
-
9
1.50 - 2.00
2
-
-
-
2
0.35 - 1.00
112
-
208
442
762
-
-
-
327
327
-
11
-
-
-
11
3.25 - 11.07
11
-
-
327
338
Short-term loans to related person or related parties Restricted bank deposits
Financial liabilities Trade and other payables Liabilities under finance lease agreements
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(Unit: Million Baht) Consolidated financial statements As at 31 December 2017 Fixed interest rates Within
1-5
Floating
Non- interest
1 year
years
interest rate
bearing
Average Total
interest rate (% per annum.)
Financial assets Cash and cash equivalents Current investments
-
-
204
-
204
0.15 - 0.38
61
-
-
37
98
0.35 - 1.00
Trade and other receivables
-
-
-
300
300
Restricted bank deposits
2
-
-
-
2
63
-
204
337
604
-
-
-
130
130
1
-
-
-
1
1
-
-
130
131
0.35 - 1.00
Financial liabilities Trade and other payables
-
Liabilities under finance lease agreements
4.29 - 11.07
(Unit: Million Baht) Separate financial statements As at 31 December 2018 Fixed interest rates Within
1-5
Floating
Non- interest
1 year
years
interest rate
bearing
Average Total
interest rate (% per annum)
Financial assets Cash and cash equivalents Temporary investments Trade and other receivables
-
-
46
-
46
0.25 - 0.38
91
-
-
-
91
0.90
-
-
-
189
189
-
91
-
46
189
326
-
-
-
77
77
-
11
-
-
-
11
3.25 - 11.09
11
-
-
77
88
Financial liabilities Trade and other payables Liabilities under finance lease agreements
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WICE Logistics Public Company Limited
(Unit: Million Baht) Separate financial statements As at 31 December 2017 Fixed interest rates Within
1-5
Floating
Non- interest
1 year
years
interest rate
bearing
Average Total
interest rate (% per annum)
Financial assets Cash and cash equivalents Temporary investments Trade and other receivables
-
-
152
-
152
0.25 - 0.38
50
-
-
-
-
-
-
50
0.90 - 1.00
140
140
-
50
-
152
140
342
-
-
-
51
51
-
1
-
-
-
1
4.29 - 11.07
1
-
-
51
52
Financial liabilities Trade and other payables Liabilities under finance lease agreements
Foreign currency risk The Company and its subsidiaries’ exposure to foreign currency risk arise mainly from sales and purchase of services that are denominated in foreign currencies. The balances of financial assets and liabilities denominated in foreign currencies are summarised below.
Foreign currency
Financial assets
Financial liabilities
Average exchange rate
as at 31 December
as at 31 December
as at 31 December
2018
2017
2018
2017
(Million)
(Million)
(Million)
(Million)
US dollar
0.7
2.9
0.6
0.3
32.45
32.68
HK dollar
-
-
0.7
-
4.14
4.18
SG dollar
-
-
0.1
-
23.69
24.45
JPY
-
-
1.8
-
0.29
0.29
2018
2017
(Baht per 1 foreign currency unit)
As at 31 December 2018, the outstanding foreign exchange contracts of the Company are summarised below. Foreign currency
US Dollar
Bought amount
Contractual exchange rate - bought
(Million)
(Baht per 1 foreign currency unit)
7.6
32.33 - 33.22
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Contractual maturity date
21 February - 3 July 2019
40
Annual Report 2018
As at 31 December 2018, the Company would has unrealised loss approximately Baht 0.06 million, if the Company recorded the forward contracts at fair value. 26.2 Fair values of financial instruments Since the majority of the Company and its subsidiaries’ financial instruments are short-term in nature or carrying interest at rate close to the market interest rates, their fair value is not expected to be materially different from the amounts presented in statement of financial position. 27.
Capital management The primary objective of the Company's and its subsidiaries’ capital management is to ensure that it has appropriate capital structure in order to support its business and maximise shareholder value. As at 31 December 2018 and 2017, the Group's debt-toequity ratio was 0.48:1 and 0.23:1, respectively (the Company's was 0.20:1 and 0.09:1, respectively).
28.
Events after the reporting period The meeting of the Company’s Board of Directors held on 25 February 2019 passed a resolution to propose to the Annual General Meeting of the Company’s shareholders of the year 2019 for an approval of a dividend payment from the operations for the year 2018. The Company will pay a cash dividend at Baht 0.13 per share, or equivalent to amount of not exceed Baht 84.75 million. Dividend will be paid and accounted for after the approval of the Annual General Meeting of the Company's shareholders.
29.
Approval of consolidated financial statements These consolidated financial statements were authorised for issue by the Company’s Board of Directors on 25 February 2019.
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WICE Logistics Public Company Limited
4
Information and other important information
4.1 Reference Registrar
Thailand Securities Depository Company Limited
Location
93 Ratchadaphisek Road, Dindaeng, Bangkok 10400, Thailand
Tel
0 2009-9000
Fax
0 2009-9991
E-mail SETContactCenter@set.or.th Website
www.set.or.th/tsd
Auditor
E Y Office Company Limited by
Miss Orawan Techawatanasirikul (Certified Public Accountant No. 4807) or
Mr. Sophon Permsirivallop (Certified Public Accountant No. 3182) or
Miss Rungnapa Lertsuwankul (Certified Public Accountant No. 3516) or
Miss Rosaporn Decharkom (Certified Public Accountant No. 5659) or
Miss Sumana Punpongsanon (Certified Public Accountant No. 4872)
Location
Lake Ratchada Office Complex Building No. 193 / 136-137, 33 Floor,
Ratchadapisek Road ,Khlong Toei District, Bangkok 10110
Tel
0-2264-0777, 0-2661-9190
Fax 0-2264-0789-90 E-mail
ernstyoung.thailand@th.ey.com
Internal auditor
Well Planning Solution Company Limited by
Miss Woralak Limsookprasert and Miss Hussaya Jaijutsak
Location
11 Soi 6 Borommaratchachonnani Road, Bang Bumru, Bang Phlat,
Bangkok 10700
Tel
0-2434-3746
wpsthai@gmail.com
Bondholders’ representatives None Financial advisor
Phillip Securities (Thailand) Public Company Limited
Consultant or manager under the management contract None
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Annual Report 2018
4.2 Basic information for Investors Name
WICE (Listed on the Stock Exchange of Thailand)
Registration Number 0107558000156 Business type
International Logistics Service and Solution Provider
Website www.wice.co.th Year of establishment 1993 The first day of trading
28 July 2015
at the stock market Head Office
88/8 Nonsee Road, Chong-Nonsee, Yannawa, Bangkok 10120
Registered capital
325,949,750 baht
Paid-up capital
325,949,750 baht Consisting of 651,899,500 ordinary shares
Par value
Ordinary shares at 0.50 baht per share
Preferred shares None Accounting period
1 January - 31 December
Contact Info Head Office
Suvarnabhumi Airport Branch Office
Tel 02-681-6181
303 Building, Room 412, Free-Zone-Suvarnabhumi Airport,
Fax 02-681-6123
999 Moo 7
E-mail info@wice.co.th
Tambon Racha Thewa, Amphoe Bang Phli, Province Samut Prakan 10540
Laem Chabang Branch Office
Tel 02-134-2275-6
999 / 30-31 Moo 9 Surasak Subdistrict Sriracha District
Fax 02-134-6446
Chon Buri Province 20110 Tel 038-480-393
Company Secretary / Investor Relations
Fax 038-480-383
Tel 02-681-6181 ext. 3501
E-mail lcbsales1@wice.co.th
Fax 02-681-6123 E-mail secretary2@wice.co.th
Laem Chabang Cargo Yard 35 / 6-7 Moo 1, Tambon Nong Kham, Amphoe Si Racha, Chon Buri 20230 Tel 038-481-165 Fax 038-481-164 E-mail lcbtransport1@wice.co.th
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